AI Output Ownership Agreement

AI OUTPUT RIGHTS ALLOCATION AGREEMENT

Important limitation

This form records the parties' intended contractual allocation. It does not establish that a party owns an input or output, that an output is legally protected, that a right can be assigned or licensed, or that the selected terms are enforceable. Complete Schedules B through E from current official law, controlling tool terms, provenance evidence, and qualified counsel's analysis before relying on an allocation.

1. Parties and related agreement

Effective date: [__/__/____]

Provider: [________________________________]

Address and notice contact: [________________________________]

Customer: [________________________________]

Address and notice contact: [________________________________]

Related services, development, or license agreement: [________________________________]

AI system or tool covered: [________________________________]

2. Definitions

AI System means the tool, model, service, version, and access method identified in Schedule A.

Component means a separable element within an Input or Output, including human-authored material, third-party material, software, data, marks, likenesses, voices, confidential information, and material supplied under tool or platform terms.

Human Contribution means documented selection, arrangement, revision, authorship, invention, performance, recording, or other human activity identified in Schedule B. This is a factual label and not a conclusion about legal sufficiency.

Input means material submitted or made available to the AI System for the covered work.

Output means a result produced with the AI System and identified in Schedule B.

Output Rights means only those rights that Schedule B identifies as existing, controlled, and legally capable of the selected allocation after review.

Tool Terms means the operative provider, platform, model, API, dataset, or software terms and policies recorded in Schedule C.

3. Conditions before allocation

No Output Rights allocation becomes operative for an Output category until the parties complete or attach:

• the Output and Human Contribution register in Schedule B;
• the Tool Terms and Component register in Schedule C;
• the current-law and enforceability register in Schedule D;
• the selected allocation and license terms in Schedule E; and
• any consent, release, attribution, disclosure, filing, approval, or transfer instrument identified by counsel.

Condition status: ☐ Complete for all covered categories ☐ Complete only for categories marked "approved" in Schedule E ☐ Incomplete

4. Inputs

4.1 Customer materials

As between the parties, Customer retains the contractual rights it has in Customer-supplied Inputs, subject to third-party rights, Tool Terms, and the limitations recorded in the schedules.

4.2 Provider materials

As between the parties, Provider retains the contractual rights it has in Provider-supplied Inputs, the AI System, and Provider tools, subject to third-party rights and the schedules.

4.3 Input license

Customer grants Provider only the following permission to process Customer Inputs:

No permission in this table is effective beyond rights the granting party actually controls or beyond applicable Tool Terms and law.

5. Output-by-output allocation

5.1 Selected allocation

For each approved Output category, the parties select the allocation in Schedule E. Available drafting structures include:

☐ assignment of identified Output Rights to Customer;

☐ assignment of identified Output Rights to Provider;

☐ retained ownership with an identified license;

☐ separate allocation by Component or Human Contribution;

☐ no allocation because the reviewed right is absent, uncertain, restricted, or not controlled; or

☐ other reviewed structure: [________________________________].

5.2 Assignment language

If Schedule E selects an assignment, the assigning party assigns only the Output Rights it actually owns or controls and that Schedule D concludes can be assigned in the selected jurisdiction. The assignment does not cover excluded Components, Tool Terms rights, third-party rights, or rights marked absent, uncertain, nontransferable, or unverified.

5.3 License language

If Schedule E selects a license, it must state the licensed right, Output and Components covered, permitted purpose, exclusivity, territory, term, sublicensing, transfer, modification, distribution, attribution, termination, and post-termination treatment. No license is broader than the licensor's reviewed rights.

5.4 Similar results

The AI System may produce identical or similar results for others. The parties make no contractual promise of technical uniqueness except as expressly supported by a separately stated and measurable Provider commitment: [________________________________]

5.5 Further assurances

Each party shall execute the additional reviewed instruments identified in Schedule E that are reasonably necessary to implement its selected allocation, subject to agreed cost and cooperation limits.

6. Tool Terms, provenance, and third-party material

6.1 Tool Terms control gate

The parties shall not promise a right, permission, restriction, or exclusivity that conflicts with controlling Tool Terms. The controlling version, acceptance party, change procedure, and order of precedence appear in Schedule C.

6.2 Provenance record

For each material Output, the responsible party shall preserve the agreed record of Inputs, system and version, settings, generation date, Human Contributions, revisions, Components, reviewers, intended use, and known restrictions.

Record owner, location, access, and retention: [________________________________]

6.3 Component clearance

No blanket representation is made that an Output lacks third-party material or claims. Schedule C must identify known or suspected Component restrictions, required licenses, consents, releases, notices, attribution, replacement, or exclusion.

7. Review, approval, and use controls

7.1 Intended uses

7.2 Accuracy and fitness

The responsible party shall perform the factual, technical, professional, safety, and legal review selected in the table above. Contractual approval is not a representation that an Output is accurate, safe, lawful, protected, non-infringing, or fit for a use unless a reviewed warranty expressly says so.

7.3 Disclosure, labeling, and records

The parties shall follow only the disclosure, labeling, watermark, provenance, recordkeeping, notice, and filing duties entered in Schedule D for the actual Output, use, audience, and jurisdiction.

7.4 Restricted information and uses

The parties' negotiated restrictions are:

8. Representations and warranties

8.1 Authority

Each party represents that its signatory is authorized to enter this Agreement.

8.2 Scheduled representations only

All other representations are limited to those selected and completed below. Delete any representation the party cannot substantiate.

8.3 No unstated rights warranty

Except for an express completed representation above, neither party warrants that an Input, Output, Human Contribution, or Component is protected, registrable, transferable, unique, accurate, non-infringing, or free of third-party restrictions.

9. Claims and risk allocation

9.1 Claim notice and preservation

A party receiving a claim or credible threat concerning covered Inputs, Outputs, Components, or uses shall notify the other through the agreed route and preserve relevant evidence, subject to applicable privilege and law.

9.2 Selected remedies

For each claim category, complete the negotiated response rather than assuming a universal defense or indemnity structure.

9.3 Liability structure

Any damages exclusion, cap, carveout, insurance requirement, exclusive remedy, or mandatory-law exception must be stated here or incorporated from the related agreement after counsel review:

[________________________________]

10. Confidentiality and data handling

10.1 Incorporated terms

Confidentiality and data-handling terms are:

☐ governed solely by the related agreement identified in Section 1;

☐ stated in an attached schedule; or

☐ stated here: [________________________________].

10.2 Output treatment

11. Term and effect of termination

Term: [________________________________]

For each allocation or license, Schedule E must state whether it survives termination, whether any use must cease, what copies may be retained, what deletion or return evidence is required, and which mandatory rights or restrictions continue.

Other surviving provisions: [________________________________]

12. Governing terms and disputes

Governing law: [________________________________]

Forum or dispute process: [________________________________]

Mandatory-law and nonwaivable-right review: [________________________________]

Relationship to the related agreement and Tool Terms: [________________________________]

Do not select arbitration, a jury waiver, exclusive forum, fee shifting, injunctive relief, or an electronic-signature conclusion without current jurisdiction-specific review.

13. General provisions

Amendment procedure: [________________________________]

Assignment and change-of-control procedure: [________________________________]

Notices: [________________________________]

Severability or reformation instruction: [________________________________]

Entire-agreement scope: [________________________________]

Counterpart and signature method after enforceability review: [________________________________]

14. Signatures

Provider

Signature: [________________________________]

Name and title: [________________________________]

Date: [__/__/____]

Customer

Signature: [________________________________]

Name and title: [________________________________]

Date: [__/__/____]

Schedule A — AI System and project profile

Schedule B — Output, Component, and Human Contribution register

Schedule C — Tool Terms and third-party rights register

Schedule D — Current-law and compliance register

Every legal conclusion must cite current official law or an official rule, decision, form, or agency source fetched during counsel's review.

Review at minimum, where relevant: authorship and protectability; ownership and work-made-for-hire status; assignment, license, waiver, and moral rights; patent inventorship; trademark and false endorsement; trade secrets and confidentiality; publicity, likeness, voice, privacy, and data protection; consumer disclosure; professional or regulated uses; discrimination and safety; platform and Tool Terms; filing or registration; remedies; choice of law; forum; arbitration; jury waiver; and signature method.

Schedule E — Rights allocation by Output category

This is a jurisdiction-neutral allocation form, not a legal determination that any input, output, component, assignment, license, waiver, restriction, remedy, or electronic signature is valid, protected, transferable, enforceable, or non-infringing. Qualified counsel must complete the source and rights schedules for each material output type and governing jurisdiction before use.