AI Agent MSA - Software License Agreement
This AI Agent MSA & Software License Agreement by Git.Law builds on the trusted Common Paper agreement where it forms part of CommonPaper’s widely trusted library of open, lawyer-vetted standard agreements. This agreement defines license scope, permitted use, and ownership, tailored for companies developing and deploying AI agents.
Software License Agreement
Order Form
The key business terms of this Order Form are as follows:
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About this template
What is this template?
This is a software-as-a-service framework that specifically addresses the nuances of AI agent deployment, including human oversight requirements and model training rights. It is not a standard perpetual license and contains a specialized AI Addendum that overrides standard terms for AI services. The document includes a modular Order Form to select between four different pricing architectures: per agent, per action, per workflow, or per outcome.
When should you use it?
Use this template when licensing AI-powered software where the pricing is tied to automated actions or successful outcomes rather than simple seat counts. If you are providing professional services only without a software platform, use a Master Service Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Order Form | Framework Terms | Establishes that the Order Form is governed by Framework Terms and takes precedence in the event of any inconsistency. |
| License details | Pilot Period | Allows the Customer to access the Software for a specified trial duration before the main Subscription Period begins. |
| Fees | Pricing Models | Provides four options including price per Agent, per Action, per Workflow, or Results-Based fees based on measurable success metrics. |
| Auto-renewal | Non-Renewal Notice Date | Requires a party to provide notice a specified number of days before the Subscription Period ends to prevent automatic renewal. |
| Order Form | License Compliance Verification | Grants the Provider a right to audit use with 7 days advance notice to ensure compliance with usage restrictions. |
| 7.1 | Liability Caps | Limits total cumulative liability to a General Cap Amount, typically a multiple of Fees paid in the previous 12 months. |
| AI Addendum 1.2 | Agent Classification and Decision Responsibility | Specifies that AI agents are not autonomous decision-makers and the Customer retains ultimate responsibility for all outcomes. |
| AI Addendum 1.4 | Model Training | Prohibits the Provider from using Inputs or Outputs to Train models unless specifically authorized in the Training Data section. |
| AI Addendum 3.3 | Third-Party API Dependencies | Disclaims Provider liability for the unavailability or degradation of third-party AI technologies like OpenAI or Anthropic. |
Who it's for
- a provider of AI agent software seeking results-based or consumption-based fee structures
- a customer acquiring software that integrates third-party AI models like OpenAI or Anthropic
- an organization requiring a pilot or trial period before a full software subscription commences
- a developer needing to train machine learning models using aggregated customer usage data
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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