The AI Addendum defines key terms, addresses intellectual property rights, and sets expectations for warranties, data protection, and compliance with laws such as GDPR and CCPA. The addendum also covers the responsibilities of both parties concerning the use of AI models, the handling of data, confidentiality, and the limitations of the AI services, ensuring that both parties are clear on their obligations and the scope of the agreement.
Insights You Will Gain:
Definitions:
The document defines various terms relevant to AI services, such as AI, AI Services, Input, Output, Training Data, Service Provider Model, and more. These definitions establish a clear understanding of the terminology used in the agreement.
Scope of AI Services:
This section details the general scope of the AI services provided, including development, deployment, customization, and maintenance. It also covers the applicability of these terms to future Statements of Work (SOWs), the integration of AI with the Client's systems, and the use of third-party AI models.
Representations and Warranties:
The Service Provider makes certain warranties, such as the AI services being performed in a professional manner, non-infringement of third-party rights, and compliance with laws. However, there are limitations on warranties regarding the accuracy and error-free nature of the AI outputs.
AI Model and Training Data:
This section covers the use of third-party foundational models, Service Provider-developed models, and Client Training Data. It outlines the ownership and rights associated with these models and data, as well as the responsibilities regarding confidentiality and indemnification.
Intellectual Property Rights:
The ownership of AI models, outputs, and data is clarified, with the Service Provider retaining rights to its models and the Client holding rights to the outputs generated. It also addresses the confidentiality of intellectual property and the rights upon termination of the agreement.
Data Protection and Privacy:
This section emphasizes the Service Provider's obligations to comply with applicable data protection laws, such as GDPR and CCPA. It highlights the need for additional agreements if healthcare data is involved and the implementation of technical and organizational measures to protect data.
