AI training data licence agreement

Under this AI training data licence agreement, a person or company agrees to provide a dataset for the purpose of enabling another person or company to train AI models.

Artificial intelligence (AI) deep learning models are trained on large sets of data. Elements of any substantial dataset will usually protected by intellectual property rights, such as copyright and database right. In order lawfully to use such datasets for training AI or machine learning models, a person must obtain a licence from the owner of those rights. The licence may be direct (where the owner of the rights grants the licence) or indirect (where a licensee has been empowered by the owner to grant the licence). The basic purpose of this AI training data licence agreement is to give effect to such a grant.

In addition to the core licensing clause, the training data agreement includes the following key supplemental provisions: (i) a confidentiality clause, requiring the licensee to keep the training data confidential; (ii) an audit clause, allowing the licensor to monitor the licensee's compliance with the terms of the agreement; (iii) provisions covering the payment of charges or fees by the licensee to the licensor; and (iv) warranties, indemnities and limitations of liability relating to the contract and the dataset.

The training data licence agreement does not specifically cover the provision of personal data within a dataset. If the dataset will include personal data, the licensor and licensee may want or (in order to comply with data protection law) need to enter into an ancillary data sharing agreement or data processing agreement.

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AI training data licence agreement contents

Definitions: definitions.
Term: commencement of term; end of term.
Licensor
Data: supply of
Licensor
data; grant of licence to use
Licensor
data for AI system training; sub-licensing of rights to use
Licensor
data;
Licensor
data licence prohibitions; security of licensed
Licensor
data.
Licence audit: right to audit licences; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
Charges: obligation to pay charges; amounts inclusive or exclusive of VAT.
Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
Licensee
confidentiality obligations:
Licensee
confidentiality undertaking; disclosure of confidential information by
Licensee
to certain persons; exceptions to
Licensee
confidentiality obligations; disclosures of
Licensor
confidential information mandated by law etc;
Licensee
to stop using confidential information upon termination;
Licensee
confidentiality obligations after termination.
Warranties: first party warranty of authority; second party warranty of authority; warranties of
Licensor
data non-infringement; no warranties in relation to
Licensor
data; exclusion of implied warranties and representations.
Licensee
indemnity:
Licensee
indemnifies
Licensor
upon breach.
Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; aggregate liability cap upon services contract.
Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights;
Licensor
data licences on contract termination;
Licensor
data copies on contract termination.
Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (DATA LICENCE PARTICULARS)

Specification of
Licensor
Data: specification of
Licensor
data prompt.
Financial provisions: financial provisions prompt.

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Version	1.0
First published	1 Jun 2023
Law	English law and EU law
Language	English (UK)
^†Word count	5,436
^†Template pages	12

† These figures are approximations.

IT law Software development Software licensing Artificial intelligence Agreement

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