AI Training Data License Agreement

AI Training Data License Agreement

This Agreement is effective [__/__/____] between [LICENSOR LEGAL NAME], [ENTITY TYPE AND ADDRESS] (Licensor), and [LICENSEE LEGAL NAME], [ENTITY TYPE AND ADDRESS] (Licensee). The parties agree as follows.

1. Licensed data and delivery

“Licensed Data” means only the datasets and versions identified in Schedule A, including the listed files and metadata. Licensor will deliver them through [METHOD] by [DATE] in [FORMAT]. Schedule A controls if a dataset, source, time period, right, restriction or file is disputed. Data added later requires a signed schedule amendment.

Licensor will provide the documentation and provenance records specified in Schedule A. Licensee will report a material delivery defect within [NUMBER] days after receipt, identifying the affected files. The parties will resolve any replacement, correction or fee adjustment in writing.

2. License grant and limits

For the term and subject to payment, Licensor grants Licensee a [NONEXCLUSIVE / EXCLUSIVE WITHIN THE DEFINED FIELD] license, only to the extent Licensor controls the rights identified in Schedule A, to [COPY, STORE, TRANSFORM, ANNOTATE AND USE] the Licensed Data for [PRETRAINING / FINE-TUNING / EVALUATION / RETRIEVAL INDEXING / OTHER SPECIFIC USE] of [NAMED MODEL OR PRODUCT] in [FIELD] and [TERRITORY]. Licensee may permit access by [IDENTIFIED AFFILIATES, CONTRACTORS OR HOSTING PROVIDERS] solely to perform this Agreement, under written duties at least as protective as Sections 3 and 5; Licensee remains responsible for their acts. [STATE WHETHER SUBLICENSING, COMMERCIAL MODEL DEPLOYMENT AND PUBLIC MODEL RELEASE ARE ALLOWED, AND ON WHAT TERMS.]

No right to use a third party's contribution, image, likeness, personal information, trademark or confidential material is implied by a file's inclusion in the Licensed Data. A listed restriction in Schedule A controls over a general grant in this Section.

3. Use and output controls

Licensee will use the Licensed Data only within Section 2 and Schedule A. Licensee will not [LIST NEGOTIATED PROHIBITED USES, INCLUDING ANY RAW-DATA REDISTRIBUTION, REIDENTIFICATION, HIGH-RISK USE OR COMPETING PRODUCT RESTRICTION]. Licensee will apply [SPECIFIED TESTING AND MITIGATION MEASURES] to reduce unauthorized reproduction of the Licensed Data through model outputs and will follow the incident process in Section 5 if protected material is exposed.

Each party retains its preexisting materials and technology. Ownership and permitted use of trained model weights, indexes, embeddings and outputs are as stated in Schedule B; this Agreement does not, by itself, decide whether any such item qualifies for intellectual property protection or overrides a third party's rights. Licensee may make the uses stated in Schedule B only while it has the data rights and other permissions required for that use.

4. Fees and records

Licensee will pay [FEE OR FORMULA], invoiced [SCHEDULE], within [NUMBER] days after a correct invoice. [DESCRIBE TAXES, CURRENCY, AUDITABLE REVENUE DEFINITIONS, LATE CHARGES AND DISPUTE PROCESS IF USED.] Licensee will keep records reasonably sufficient to show compliance with the licensed uses and restrictions for [PERIOD], subject to the confidentiality and access limits in Schedule B.

5. Data protection and security

Schedule A identifies whether the Licensed Data contains personal, sensitive, confidential, regulated or third-party material and the permitted processing purpose. The parties' roles, lawful transfer route, notices or permissions, security controls, subprocessors, cross-border transfers, retention, deletion and incident notice are set out in Schedule C. If no such material is included, Schedule C must say so after the parties' review. Neither party represents that data is anonymous solely because identifiers were removed.

Each party will limit access to authorized personnel, protect Licensed Data with the controls in Schedule C, and notify the other of an actual or reasonably suspected unauthorized access affecting Licensed Data within [PERIOD AND METHOD]. The notice will describe what is known, the affected data and mitigation steps, with updates as material facts become available.

6. Rights and accuracy statements

Licensor represents that the rights and source limitations it has disclosed in Schedule A are accurate to its knowledge after [DESCRIBE DILIGENCE] and that it has authority to grant the specific rights stated there. Licensor will promptly notify Licensee if it learns that a stated right is missing, restricted or challenged. Licensee represents that it will use the data only as licensed and will not claim that Licensor approved a model or output unless Licensor expressly does so in writing.

Except for the express commitments in this Agreement, neither party makes a warranty about model performance, the legal status of outputs, or the absence of every third-party claim. A party receiving a specific rights complaint will notify the other promptly; the parties will identify affected material and agree on [SUSPENSION, REPLACEMENT, REMOVAL OR OTHER RESPONSE] while preserving any legal duty to act sooner.

7. Third-party claims and liability

[IF INDEMNITY IS AGREED: Each party will defend and indemnify the other against [PRECISE THIRD-PARTY CLAIM TYPES] to the extent caused by [PRECISE BREACH OR CONDUCT], subject to prompt notice, defense control, cooperation, settlement consent and allocation for mixed causes as follows: [TERMS]. IF NO INDEMNITY IS AGREED, DELETE THIS PARAGRAPH.]

[INSERT THE NEGOTIATED LIABILITY CAP, MEASUREMENT PERIOD, COVERED CLAIMS, EXCEPTIONS AND ANY CONSEQUENTIAL-DAMAGE RULE; OR STATE THAT NO CONTRACTUAL CAP IS AGREED.] Nothing in this Agreement expands a party's rights against a third party or removes a liability that applicable law does not permit the parties to exclude.

8. Term and end of use

The term begins on the effective date and ends [DATE OR EVENT], unless terminated earlier by a party after [NUMBER] days' written notice of a material breach that remains uncured. [STATE ANY OTHER AGREED TERMINATION EVENT AND NOTICE.] On expiration or termination, Licensee will stop new use of the Licensed Data, restrict access, and return or delete copies within [NUMBER] days, except [NARROW RETENTION REQUIRED BY LAW OR EXPRESSLY ALLOWED IN SCHEDULE B/C]. Licensee will certify completion to Licensor on request.

Schedule B states whether an existing model, weights, index, backup or output may continue to be held or used after the term, the permitted purpose and duration, and the steps required if Licensed Data can be reconstructed or extracted. Any continuing right must be stated expressly; silence grants none. Payment, confidentiality, claim handling and dispute provisions survive only to the extent stated here: [LIST SURVIVING SECTIONS AND PERIODS].

9. Confidentiality, notices and disputes

Each party will use the other's nonpublic information only to perform this Agreement and will disclose it only to persons bound to protect it. The duty does not cover information demonstrably public without breach, independently developed, or lawfully received without restriction. Required legal disclosure is permitted after notice where lawful.

Formal notices must be sent to Licensor at [ADDRESS/EMAIL] and Licensee at [ADDRESS/EMAIL] by [METHOD], effective [RECEIPT RULE]. This Agreement and its schedules are the complete agreement about Licensed Data. Amendments must be signed by both parties. The law of [SELECTED JURISDICTION] governs; disputes will be heard in [SELECTED COURTS OR AGREED ARBITRATION PROCESS]. [STATE ANY SPECIFIC REMEDY OR FEE RULE ONLY IF AGREED AND LAWFUL.]

Signatures

Licensor: [LEGAL NAME]

By: [SIGNATURE]

Name and title: [NAME, TITLE]

Date: [__/__/____]

Licensee: [LEGAL NAME]

By: [SIGNATURE]

Name and title: [NAME, TITLE]

Date: [__/__/____]

Schedule A — Dataset, source and rights inventory

Schedule B — Models, outputs and post-term rights

Schedule C — Privacy and security terms