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AI in License Agreements

More and more vendors are requesting or requiring AI clauses to be established in license agreement terms and conditions. Frequently, these clauses are intended to protect copyrighted or confidential vendor data and restrict user action in conjunction with AI tools. These clauses are usually found in either the Prohibited Uses/Unauthorized Uses or the Authorized Uses sections. This page collects a few example generative AI clauses as well as a few general tips for negotiating AI license clauses with vendors.

Sample AI Clauses  

Canadian: CRKN Springer Negotiations 2025/26

ARTIFICIAL INTELLIGENCE 

Except as explicitly stated in this Agreement or otherwise permitted in writing by Licensor as an amendment to this License Agreement, or as permitted by any Creative Commons licenses or public domain dedications applied to the Licensed Materials, Licensee, Members, and Authorized Users may not:  

  1. directly or indirectly develop, train, program, improve, and/or enrich any artificial intelligence tool (“AI Tool”), whether developed internally or provided by a third party, unless: (a) doing so with reasonable information security standards to undertake, mount, load, or integrated the Licensed Materials on Member’s or Authorized User’s servers or equipment, and (b) no Licensed Material or any part thereof is shared with anyone other than a Member and its Authorized Users; or  

  1. in the case of third-party generative artificial intelligence tools, train or fine-tune any such tool (including an algorithm) unless: (a) doing so locally in a self-hosted or closed hosted environment (“Secure Network”) solely for use by a Member or Authorized Users, and (b) none of the third-party generative artificial intelligence tool, its data, or the Licensed Materials is shared with anyone other than Customer or its Authorized Users. 

In no case may Licensee or its Authorized Users use the Licensed Materials in connection with an AI Tool, including to train or fine-tune any such tool, to: create a competing or commercial product or service; disrupt the functionality of the Licensed Materials or the Platform; or reproduce or redistribute the Licensed Materials or any part thereof to a third party. 

Subject to the restrictions set forth in this Agreement and all applicable laws, use of the Licensed Material in connection with AI Tools by Licensee and Authorized Users is permitted. 

Artificial Intelligence (“AI”) is the branch of computer science that applies algorithm-based technologies which are intended to solve complex tasks by functions that previously require human thinking, such as learning, reasoning, problem-solving, understanding natural language, recognizing patterns, and making decisions. 

Licensee and Members acknowledge and accept that Licensor extends no representations or warranties, whether express or implied, as to the legality or non-infringement of using Licensed Materials in connection with an AI Tool.  

Licensor and Licensee both acknowledge the unique challenges and complexities around the emerging artificial intelligence technologies and large language models and agree to mutually support each other in developing policies and protocols for both parties’ benefit. If the Parties agree there are existing, or if during the term of this License Agreement the government adopts, mandatory and relevant laws regarding artificial intelligence in research, or in case a Canadian court of final jurisdiction has clarified the scope of existing laws as to the scope of copyright and user's rights in the use of artificial intelligence and determines broader uses than the limitation set forth in this section, such law or court opinion shall prevail in the relevant jurisdiction to the extent of any inconsistency with this License Agreement.  

Licensee, through its Members, shall take reasonable efforts to ensure the Licensed Materials are used in accordance with this Agreement and against misuse or unauthorized access. Licensee will not be liable for unauthorized use of the Licensed Materials by any Authorized Users provided that (a) the unauthorized use did not result from the Licensee’s own negligence or wilful misconduct; (b) Licensee fulfills its obligations under Section 7.4 PROTECTION FROM UNAUTHORIZED USE; and (c) the Licensee did not permit such unauthorized use to continue after having actual notice thereof.  

The foregoing restrictions do not apply to Licensed Materials made available under a CC license, for which the terms of the respective CC license apply.  

Licensor and Licensee acknowledge artificial intelligence use in the scholarly, post-secondary community is rapidly evolving. Therefore, Licensor and Licensee agree to monitor the landscape so that the AI clause may be evaluated and changed if necessary and upon mutual agreement. 

 

American: UC Berkely's E-Resource Licensing Explained, Chpt. 15 (CC BY-NC 4.0)

Authorized Uses: Licensee and Authorized Users may: 

  1. use the Subscribed Products in combination with an artificial intelligence tool except to the extent that such usage would: create a competing commercial product or service for use by third parties; unreasonably disrupt the functionality of the Subscribed Products; or reproduce or redistribute the original Subscribed Products to third parties. Artificial intelligence tools shall be used with reasonable information security standards to undertake, mount, load, or integrate the Subscribed Products on Licensee’s or Authorized Users’ servers or equipment. 

[OPTIONAL: IF VENDORS WANT ADDITIONAL PROTECTIONS FOR THIRD-PARTY (NOT HOMEGROWN) GENERATIVE AI, IT MAY BE NECESSARY TO ADD THE FOLLOWING FURTHER RESTRICTIONS:] 

Further, to the extent that Licensee or Authorized Users use the Subscribed Products in combination with a third-party generative artificial intelligence tool, any such third-party generative artificial intelligence tool must: (i) be used locally in a self-hosted environment or closed hosted environment solely for use by Licensee or Authorized Users; and (ii) not be trained or fine tuned using the Subscribed Products or any part thereof, unless: such training is made by Subscriber or Authorized Users only; there is no public release or exchange of the trained artificial intelligence tool or its data with a third party; and neither the Subscribed Products nor any part thereof is shared with a third party.] 

 

Negotiations

  • Define the type of AI and be specific: third-party, LLM, generative AI, closed vs. open systems within the license. Be specific.

  • Stay silent on AI if needed, as it may be preferable to instituting a restrictive AI clause. This currently what the BC ELN/eHLbc model license does, as vendors have not been agreeing to advantageous AI clauses and instituting any would be more restrictive.

  • If vendors require restricted usage, try to focus on restricting commercial, competing, or intentional use only, rather than built in tools or academic student usage.

  • Be aware that many AI tools are built into tools students and staff are already using (like Microsoft CoPilot and similar).

  • Ensure the library/faculty/etc. is not held liable for prohibited use as it is impossible to enforce with user base.

  • Where possible, establish good-faith agreements with vendors to continue updating as more information and regulation around AI becomes available.

Further tips for negotiating AI in licenses: https://berkeley.pressbooks.pub/eresourcelicensingexplained/chapter/arti...