X.1 Definitions
For purposes of this Agreement:
“Training Data” means any data, information, or content provided by Client to Provider for the purpose of training, fine-tuning, or optimizing AI systems.
“Pre-existing Models” means any AI models, algorithms, or frameworks developed by Provider prior to this Agreement or developed independently of Client’s Training Data.
“Derivative Models” means any AI models resulting from the training, fine-tuning, or optimization using Client’s Training Data.
“AI Output” means any content, predictions, classifications, recommendations, or other materials generated by the AI systems developed under this Agreement.
“Model Weights” means the numerical parameters and configurations that define the trained AI model.
X.2 Ownership of Training Data
Client shall retain exclusive ownership of all Training Data provided to Provider, including any preprocessed, transformed, or augmented versions thereof. Provider shall use Client’s Training Data solely for the purposes specified in this Agreement and shall not use Client’s Training Data to train AI systems for other clients or for Provider’s internal purposes unless explicitly authorized in writing by Client.
X.3 Ownership of AI Models
(a) Provider shall retain ownership of all Pre-existing Models.
(b) Client shall own all Derivative Models created specifically for Client using Client’s Training Data, including all associated Model Weights, subject to Provider’s ownership of Pre-existing Models.
(c) In cases where Derivative Models incorporate or are built upon Provider’s Pre-existing Models, Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such Derivative Models for Client’s business purposes.
X.4 Ownership of AI Output
(a) Client shall own all rights, title, and interest in all AI Output generated by the AI systems developed under this Agreement when such output is generated using Client’s data or at Client’s request.
(b) Provider shall not store, use, reproduce, or distribute any AI Output except as necessary to provide the services under this Agreement.
X.5 Intellectual Property Rights
(a) No transfer of ownership in any intellectual property is intended by this Agreement, except as expressly specified.
(b) Provider shall not seek patent, copyright, or other intellectual property protection for any Derivative Models or AI Output owned by Client under this Agreement.
X.6 Data Return and Deletion
(a) Upon request by Client or termination of this Agreement, Provider shall promptly return all Training Data to Client in an industry-standard, machine-readable format.
(b) Within thirty (30) days following return of Training Data, Provider shall permanently delete all copies of Client’s Training Data from Provider’s systems, including backup systems, except where retention is required by applicable law. Provider shall certify such deletion in writing.
(c) Upon termination of this Agreement, Provider shall deliver to Client all Derivative Models, including Model Weights, in a format that enables Client to continue using or further developing such models.
X.7 Data Usage Restrictions
(a) Provider shall not use Client’s Training Data or any insights derived therefrom to directly or indirectly develop competing products or services.
(b) Provider shall not use Client’s confidential information or trade secrets contained within the Training Data for any purpose other than providing the services under this Agreement.
X.8 License Grants
(a) Client grants Provider a limited, non-exclusive license to use Client’s Training Data solely for the purpose of developing, training, testing, and delivering the AI systems contemplated under this Agreement.
(b) Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, modify, and enhance the Pre-existing Models to the extent necessary for Client to fully utilize the Derivative Models.
(c) Neither party may sublicense any rights granted under this Agreement without the prior written consent of the other party.
X.9 Third-Party Claims
Provider represents and warrants that the Pre-existing Models do not infringe upon any third-party intellectual property rights. Provider shall defend, indemnify, and hold harmless Client against any claims that the Pre-existing Models infringe upon any third-party intellectual property rights.
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