AI Standard Clauses
The AI Standard Clauses provide modular, lawyer-vetted AI-specific terms to be incorporated into broader cloud service agreements, addressing model training, data usage, liability, auditing, and IP in AI deployments. They are part of OLL’s widely trusted library of open, lawyer-vetted standard agreements.
AI Standard Clauses (Version 1.0)
These AI Standard Clauses (Version 1.0) are designed to provide a model for terms governing use by a customer of AI Features provided as part of a provider’s larger Cloud Service.
These AI Standard Clauses utilize defined terms and reference provisions from the Cloud Terms (Version 1.0), but may be adapted to work with other agreements.
AI Terms Addendum
Under Agreement: [underlying agreement]
The following terms ("AI Terms") are hereby added to and become part of the Agreement as Additional Terms. Capitalized terms not defined in these AI Terms have the meanings given in the Agreement. The Agreement applies to the AI Features as part of the Cloud Service with the following modifications.
Use of AI Features. Customer may submit Customer Data (including in the form of prompts or queries) to the AI Features ("Inputs") and receive outputs from the AI Features ("Outputs").
"AI Features" means(select one):
Large language models (LLMs) or other machine learning or artificial intelligence features of the Cloud Service.
[other ai features]
Training(select one):
Training on Inputs/Outputs prohibited
Provider may not use Inputs or Outputs to train or otherwise improve AI Features.
Training permitted solely for Customer's benefit
Provider may not use Inputs or Outputs to train or otherwise improve AI Features, except solely for the benefit of Customer.
Training permitted if Inputs/Outputs are de-identified and aggregated
Provider may use Inputs and Outputs to train or otherwise improve the AI Features, but only if such Inputs and Outputs have been (a) de-identified so that they do not identify Customer, its Users or any other person and (b) aggregated with data across other customers. For these purposes (and without limiting Customer’s other obligations with respect to Customer Data generally), such data is provided by Customer to Provider strictly "AS IS".
Other: [other training]
Intellectual Property:
A. Inputs(select one):
Customer owns Inputs as Customer Data
Inputs are deemed to be Customer Data, subject to these AI Terms.
Customer owns Inputs – alternative formulation
Except for Provider’s express rights in the Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer’s Inputs.
Other: [other inputs ip].
B. Outputs(select one):
Customer owns Outputs as Customer Data
Outputs are deemed to be Customer Data, subject to these AI Terms.
Customer granted right to use Outputs
Customer is authorized to use Outputs subject to the Agreement, including the AUP and these AI Terms.
Customer granted right to use Outputs – alternative formulation
Subject to the Agreement (including the AUP and these AI Terms), Provider hereby grants to Customer a non-exclusive, worldwide, perpetual right and license to reproduce, distribute, publicly display, publicly perform and prepare derivative works of Outputs.
Other: [other outputs ip].
Similar Outputs. Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Provider to others.
Infringement by Outputs(select one).
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About this template
What is this template?
This is a modular addendum designed to be attached to a master cloud services agreement. It contains specific technical definitions for 'Inputs' and 'Outputs' and provides multiple drafting options for how training data is handled. It is not a standalone services agreement and lacks general terms like payment or governing law.
When should you use it?
Use this document when adding machine learning or large language model capabilities to a SaaS offering and you need to specify if those models will learn from user data. If you are entering into a general software services relationship without AI components, use a standard SaaS Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Use of AI Features | Defines Inputs as Customer Data submitted to machine learning features and Outputs as the results received from those features. |
| 2 | Training | Provides options to prohibit training, permit it for Customer's benefit, or allow it using de-identified and aggregated data. |
| 3 | Intellectual Property | Determines whether the Customer owns Outputs as Customer Data or is granted a worldwide, perpetual license to use them. |
| 4 | Similar Outputs | Establines that the Provider may independently provide identical or similar Outputs to other customers through the AI Features. |
| 5 | Infringement by Outputs | Allows the Provider to disclaim all infringement liability for Outputs or provide specific indemnification as detailed in Exhibit A. |
| 6 | Disclaimer | States that Outputs are not verified by the Provider and requires the Customer to independently review all results for accuracy. |
| 8 | Special Restrictions on Use of AI Features | Prohibits using AI Features for discriminatory purposes, training separate models, or representing Outputs as being wholly human-generated works. |
Who it's for
- a cloud service provider adding generative AI or LLM features to an existing SaaS platform
- a customer negotiating data ownership and model training rights for AI-generated content
- a technology company needing to disclaim liability for the accuracy of machine-learning outputs
How long it runs and how it's signed
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