- An AI data license grants a named buyer defined rights to use a copy of data, for set purposes, on set terms.
- The clauses that cause most disputes are permitted use, resale, retention and what happens if the buyer is acquired.
- Trained models generally cannot unlearn data, so deletion clauses cover raw copies, not model weights.
- Sellers warrant their rights; buyers commit to no re-identification and agreed security.
Core clauses
| Clause | Seller wants | Buyer wants |
|---|---|---|
| Licensee | A named entity only | Affiliates included |
| Permitted use | Training and evaluation only | Broad, including products |
| Exclusivity | Non-exclusive or priced premium | Exclusive or time-limited exclusive |
| Resale and sublicensing | Prohibited without consent | Allowed for contractors |
| Territory | Defined countries for storage and use | Global |
| Term | Fixed, with deletion of raw copies at end | Perpetual for trained models |
| Retention | Limited, with written deletion confirmation | Long enough to retrain |
| Security | Specified controls, incident notice | Reasonable security |
| Re-identification | Prohibited | Agreed |
| Warranties | Limited to what seller knows | Full rights and consent warranties |
| Indemnities | Capped | Uncapped for rights breaches |
| Change of control | Notice and terms carry over | Free assignment |
| Payment | Upfront plus milestones | On acceptance |
Points specific to AI training
- Model permanence. Once trained, a model generally cannot remove what it learned. Licenses usually allow models trained during the term to continue, while raw copies are deleted.
- Output restrictions. Bans on reproducing the data verbatim, creating replicas of identifiable people, or mimicking a creator's specific work.
- Disclosure. Agree how the seller may be named in training data disclosures.
- Competing use. Whether the buyer may build a product that competes with the seller.
This is general information, not legal advice. Each party should have its own lawyer review the agreement.
Questions
Who drafts the license?
Usually the buyer's standard terms are the starting point, then negotiated. We help both sides focus on the clauses that matter, but you sign directly with each other.
Can a license be revoked?
Raw-copy rights can end at term, but models already trained usually keep their learning. Plan for that when pricing.