Key takeaway
Review the rights granted and the obligations accepted alongside the price. This agenda supports counsel’s review; it is not a contract template.
Define the material precisely.
Use a schedule describing categories, dates, schema, exclusions and delivery versions. Avoid a grant that covers unspecified future records or every document in a source system. Identify whether updates are optional, separately paid or required. The licensing entity and source-rights evidence should match the material.
Write down the allowed uses.
Training, evaluation, retrieval, redistribution and sublicensing are different permissions. Ask who may use the material, where, for how long and with which safeguards. Clarify whether affiliates and downstream buyers are included.
| Term | Question for review |
|---|---|
| Training / fine-tuning | Which systems and uses are covered? |
| Derived material | What rights apply to annotations, summaries and transformations? |
| Sublicensing | Who receives access, under which restrictions? |
| Exclusivity | What do we lose the ability to license or use? |
| Termination | Which rights and retained artifacts survive? |
Make acceptance and payment measurable.
Define what a conforming delivery looks like, the review period, rejection reasons and a chance to correct defects. Ask whether partial acceptance changes price. Specify the currency, payment trigger and due date.
For revenue sharing, identify permitted deductions, reporting intervals and audit rights. A percentage without a defined base is not enough to estimate earnings.
Allocate risk deliberately.
Discuss warranties about rights, lawful collection, privacy and quality. Ask whether the proposed indemnity is proportionate to your actual control. Review liability caps, confidentiality exceptions, incident notification and who pays for remediation. Do not casually accept a promise that every historical record is error-free or free of third-party interests.
- Which obligations remain with the receiving program?
- What happens if a record must be removed?
- Who handles requests from affected individuals?
- Can the company stop future deliveries or withdraw a disputed category?
- What is the practical remedy for a breach?
Distinguish records from trained systems.
A contract can specify deletion of raw records without resolving the treatment of trained models or derived outputs. Ask about each artifact separately and whether the promised control is technically feasible.
Governing law, disputes, tax and data-transfer requirements depend on the parties and jurisdictions. Use this checklist to focus specialist review, not to certify that a package can be licensed.
Use this review agenda with your legal and privacy advisers. Requirements depend on the records, jurisdictions and intended use.