Legal MLPA Agreement

LEGAL MLPA AGREEMENT

This Legal MLPA Agreement ("Agreement") is made and entered into as of by and between Provider Name: , a business with principal place of business at and Recipient Name: , located at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Provider develops, maintains, and licenses machine learning models, training pipelines, model-serving infrastructure, and related services (collectively, "Platform and Models"); and

WHEREAS, Recipient desires to obtain a limited license to use certain Models and related services for Recipient's internal business purposes, and Provider is willing to grant such license subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend to allocate responsibilities regarding data supplied to or generated by the Platform, intellectual property ownership, confidentiality, compliance with applicable law, and risk allocation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means nonpublic information disclosed by one Party to the other in any form that is identified as confidential or that by its nature should reasonably be understood to be confidential, including model architectures, training data, weights, metrics, business plans, pricing, and technical documentation; provided, Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

1.2 "Models" means the machine learning models, associated parameters and weights, pre- and post-processing methods, and model artifacts specifically identified in Exhibit A and any updates provided by Provider under this Agreement.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants to Recipient a non-exclusive, non-transferable, non-sublicensable (except as expressly provided herein) license to access and use the Models solely for Recipient's internal business purposes as set forth in Exhibit A during the Term. Recipient shall not use the Models for benchmarking, competitive model training, or for any service sold to third parties without Provider's prior written consent.

2.2 Recipient accepts that certain Models are provided on an "AS IS" basis and that access may be subject to quotas, rate limits, or usage caps communicated by Provider.

3. DATA, TRAINING AND MODEL USE

3.1 Ownership of Data. As between the Parties, Recipient retains all right, title and interest in and to Data supplied by Recipient to Provider. Provider retains all right, title and interest in and to Platform and Models, and any Provider-generated improvements, excluding any Recipient Confidential Information embedded in derivative outputs to the extent not disclosable under applicable law.

3.2 Use of Recipient Data. Provider may use Recipient Data solely to provide the Services and as necessary to maintain and improve the Platform and Models, subject to the confidentiality and privacy obligations herein. Any use by Provider for other purposes requires Recipient's prior written consent.

3.3 Model Retraining. Provider shall not include Recipient Confidential Information in training datasets used to train public or shared models without Recipient's prior written consent. If the Parties agree to model retraining that uses Recipient Data, such work and ownership of resulting artifacts shall be governed by a separate statement of work and intellectual property schedule.

4. CONFIDENTIALITY

4.1 Each Party shall protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall be used only to exercise rights and perform obligations under this Agreement.

4.2 Disclosure Required by Law. If a receiving Party is compelled by law to disclose Confidential Information, it shall provide the disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperate to limit the scope of disclosure.

5. FEES AND PAYMENT

5.1 Payment Terms. Recipient shall pay Provider the fees set forth in Exhibit B in accordance with the invoicing and payment terms contained therein. Unless otherwise agreed, invoices are due within thirty (30) days of receipt.

5.2 Taxes. All fees are exclusive of taxes. Recipient shall be responsible for sales and use taxes imposed on the Services, except taxes based on Provider's net income.

6. WARRANTIES; DISCLAIMER

6.1 Mutual Warranties. Each Party represents and warrants that it has the right and authority to enter into this Agreement and perform its obligations hereunder.

6.2 Provider Warranties. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Recipient's exclusive remedy shall be re-performance of the affected Services or, if Provider cannot cure within a reasonable period, a refund of fees paid for the affected Services.

6.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND MODELS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM STATUTE OR COURSE OF DEALING.

7. INDEMNIFICATION

7.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Recipient from any third-party claim arising from Provider's gross negligence or willful misconduct in providing the Services, or an infringement claim solely attributable to Provider-delivered Model code.

7.2 Recipient Indemnity. Recipient shall indemnify, defend and hold harmless Provider from any third-party claim arising from Recipient's misuse of the Models, violation of law, or use of Recipient Data that infringes a third party's rights.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERM; TERMINATION

9.1 Term. This Agreement commences on the Effective Date and shall continue for the initial term set forth in Exhibit A unless earlier terminated as provided herein. The Agreement may renew only by express written agreement of the Parties.

9.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure the breach within the notice period. Termination shall not relieve Recipient of its obligation to pay fees accrued prior to termination.

10. INTELLECTUAL PROPERTY

10.1 Provider Ownership. Provider and its licensors retain all right, title and interest in and to the Platform, Models, derivative works thereof, and any tools, algorithms, and infrastructure employed in providing the Services, excluding Recipient Data and Recipient Confidential Information.

10.2 Feedback. If Recipient provides feedback or suggestions regarding the Models or Platform, Recipient grants Provider a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose.

11. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses above or such other address as either Party designates by notice to the other.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The waiver of any right or remedy under this Agreement must be in writing and signed to be effective.

12.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile, photographed, or electronically transmitted signatures shall be binding.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. Governing Jurisdiction:

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid replacement provision that reflects the Parties' intent.

13.3 Entire Agreement. This Agreement, together with all exhibits and appendices hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

EXHIBIT A — MODELS, SCOPE AND TERM

EXHIBIT B — FEES AND INVOICING

COMPLIANCE AND EXPORT

Recipient shall comply with all applicable export control, economic sanctions, privacy and data protection laws in connection with its use of the Models and Services. Recipient shall not use the Models in connection with activities prohibited by applicable law or regulation.

MISCELLANEOUS

The headings in this Agreement are for convenience only and do not affect interpretation. References to "including" mean "including without limitation."

Sign Now