G/Microsoft-DUA-OAI/Form/0.md

/Docs/G/Microsoft-DUA-OAI/Form/0.md
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(Doc = (Head.Div = (Head.Message = GUID: {Doc.GUID})
(Head.Sec =

(Doc.Ti = Data Use Agreement for Open AI Model Development)

(Head.sec = (Head.PartyList = (Head.PartyList/2 = {P1.Name.Full}
{P2.Name.Full})
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(Head.EffectiveDate.sec = (_Effective_Date = Effective Date)
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)
(Among.Div = (Among.Sec = (Among.Ti = (Among.Ti/2 = By and Between:)
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(Among.secs = (Among.secs/2 =

{P1.US.Contract.Among.Sec}
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(Among.Def.sec = Each a "(DefT.Party = (_Party = Party)
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(Friends.Div = )

)
(This.Div =
(This.Sec = (This.sec = This (Doc.Ti = Data Use Agreement for Open AI Model Development)
(“(DefT.Agreement = (_Agreement = Agreement)
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”) is entered into between {P1.US.N,E,A} (“(DefT.Data_Provider = (_Data_Provider = Data Provider)
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”) as of {EffectiveDate.YMD} (“(DefT.Effective_Date = (_Effective_Date = Effective Date)
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and (_Data_Provider = Data Provider)
may also be referred to individually as “a (_party = Party)
” or collectively as “the (_parties = Parties)
”.)
)

)
(Why.Div =

(Why.Sec = (Why.Ti = Recitals)

{Why.sec})

)
(That.Div =
(That.Sec = (That.sec = In consideration of the mutual promises contained in (_this_Agreement = this (_Agreement = Agreement)
)
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the (_Parties = Parties)
agree as follows:)
)

)
(Sec.Div =
(Sec = (sec =

(Def.Sec = (Def.Ti = Defined Terms)
(Def.sec =
1. (Def.AI_Model.sec = “(DefT.AI_Model = (_AI_Model = AI Model)
  )
  ” means the machine learning algorithm described in Attachment (Annex.ProjectDetails.Xnum = A)
  , including associated parameters and associated weights, if present.)
2. (Def.Open_Source_License.sec = “(DefT.Open_Source_License = (_Open_Source_License = Open Source License)
  )
  ” means a license that meets all of the requirements of the “The Open Source Definition” as published by the Open Source Initiative at https://opensource.org/osd.)
3. (Def.Personal_Data.sec = (Def.Personal_Data.0.sec = )
  (Def.Personal_Data.xlist = (Def.Personal_Data.sens = (Def.Personal_Data.1.sec = “(DefT.Personal_Data = (_Personal_Data = Personal Data)
  )
  ” means any information relating to an identified or identifiable natural person and any other information that constitutes personal data or personal information under any applicable law.)
  (Def.Personal_Data.2.sec = An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.)
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  )
  (Def.Personal_Data.00.sec = )
  )
4. (Def.Train.sec = “(DefT.Train = (_Train = Train)
  )
  ” means to provide the (_AI_Model = AI Model)
  with (_Training_Data = Training Data)
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  .)
5. (Def.Trained_Model.sec = “(DefT.Trained_Model = (_Trained_Model = Trained Model)
  )
  ” means the (_AI_Model = AI Model)
  as modified following (_Training = Training)
  , including associated weights.)
6. (Def.Training_Data.sec = “(DefT.Training_Data = (_Training_Data = Training Data)
  )
  ” means the dataset described in Attachment (Annex.ProjectDetails.Xnum = A)
  to be provided by the (_Data_Provider = Data Provider)
  to the (_Data_User = Data User)
  for the purpose of (_Training = Training)
  the (_AI_Model = AI Model)
  .)
)
)
(Permission.Sec = (Permission.Ti = Provision of Data)
(Permission.sec = (Permission.0.sec = )
(Permission.xlist =
1. (Permission.secs = (Permission.1.sec = (_Data_Provider = Data Provider)
  agrees to make the (_Training_Data = Training Data)
  (and any updates if applicable) available to the (_Data_User = Data User)
  as described in Attachment (Annex.ProjectDetails.Xnum = A)
  .)
2. (Permission.2.sec = All (_Personal_Data = Personal Data)
  (if any) included in the (_Training_Data = Training Data)
  is as described in Attachment (Annex.ProjectDetails.Xnum = A)
  .)
  )
)
(Permission.00.sec = )
)
)
(Use.Sec = (Use.Ti = Use of Data)
(Use.sec = (Use.0.sec = )
(Use.xlist =
1. (Use.secs = (Use.1.sec = (_Data_User = Data User)
  agrees to use the (_Training_Data = Training Data)
  solely for the purpose of (_Training = Training)
  the (_AI_Model = AI Model)
  .)
2. (Use.2.sec = (_Data_User = Data User)
  may retain the (_Training_Data = Training Data)
  for the duration of this (_Agreement = Agreement)
  . (_Data_User = Data User)
  will delete all (_Training_Data = Training Data)
  from its systems and records on termination of this (_Agreement = Agreement)
  (or based on the retention period set forth in Attachment (Annex.ProjectDetails.Xnum = A)
  , if specified), except as required by applicable law.)
3. (Use.3.sec = (_Data_User = Data User)
  agrees to make (_Trained_Model = Trained Model)
  publicly available under an (_Open_Source_License = Open Source License)
  that includes a general disclaimer of liability in favor of the (_Data_Provider = Data Provider)
  .)
  )
)
(Use.00.sec = )
)
)
(RightsInTrainedModel.Sec = (RightsInTrainedModel.Ti = Rights Related to Trained Model)
(RightsInTrainedModel.sec = (RightsInTrainedModel.0.sec = )
(RightsInTrainedModel.xlist =
1. (RightsInTrainedModel.secs = (RightsInTrainedModel.1.sec = If there are any rights (_Data_Provider = Data Provider)
  holds in the (_Trained_Model = Trained Model)
  by virtue of (_Data_User = Data User)
  ’s (_Training = Training)
  , (_Data_Provider = Data Provider)
  irrevocably grants (_Data_User = Data User)
  a sublicensable license to all such rights.)
2. (RightsInTrainedModel.2.sec = (_Data_Provider = Data Provider)
  has no rights or interest in any (_AI_Model = AI Model)
  s or other output developed using the (_Trained_Model = Trained Model)
  because of this (_Agreement = Agreement)
  . No implied rights are granted under this (_Agreement = Agreement)
  .)
3. (RightsInTrainedModel.3.sec = This (_Agreement = Agreement)
  does not impose any restrictions with respect to the use of the (_Trained_Model = Trained Model)
  .)
  )
)
(RightsInTrainedModel.00.sec = )
)
)
(Rep.Sec = (Rep.Ti = Representation and Warranties; Disclaimer)
(Rep.sec = (Rep.0.sec = )
(Rep.xlist =
1. (Rep.secs = (Rep.1.sec = (_Data_Provider = Data Provider)
  and (_Data_User = Data User)
  each represent and warrant that it will perform its activities in this (_Agreement = Agreement)
  in compliance with applicable laws, including data protection and privacy laws.)
2. (Rep.2.sec = (_Data_Provider = Data Provider)
  represents and warrants that it is not aware of any contractual or other restrictions on the (_Training_Data = Training Data)
  that would limit (_Data_User = Data User)
  ’s (_Training = Training)
  of the (_AI_Model = AI Model)
  or use and distribution of the (_Trained_Model = Trained Model)
  as contemplated in this (_Agreement = Agreement)
  . (_Data_Provider = Data Provider)
  makes no representations or warranties in this (_Agreement = Agreement)
  with respect to (_Data_User = Data User)
  ’s rights to use and distribute the underlying (_AI_Model = AI Model)
  .)
3. (Rep.3.sec = (_Data_User = Data User)
  represents and warrants that it has sufficient rights with respect to the (_AI_Model = AI Model)
  to (_Train = Train)
  the (_AI_Model = AI Model)
  and distribute the (_Trained_Model = Trained Model)
  as required by this (_Agreement = Agreement)
  .)
4. (Rep.4.sec = (_Data_Provider = Data Provider)
  makes no representations or warranties as to the accuracy or completeness of the (_Training_Data = Training Data)
  and specifically disclaims any warranties of merchantibility or fitness for a particular purpose with respect to the (_Training_Data = Training Data)
  . Except as set forth in this Section (Rep.Xnum = 5)
  or in Attachment (Annex.ProjectDetails.Xnum = A)
  , the (_Training_Data = Training Data)
  is provided to (_Data_User = Data User)
  “as-is” and with all faults and defects.)
  )
)
(Rep.00.sec = )
)
)
(Conf.Sec = (Conf.Ti = Confidentiality of Training Data)
(Conf.sec =
1. (Conf.Engage.sec = (_Data_User = Data User)
  agrees to take reasonable steps to protect the confidentiality of the (_Training_Data = Training Data)
  while in (_Data_User = Data User)
  ’s possession or control.)
2. (Conf.Except.sec = (Conf.Except.0.sec = Notwithstanding the foregoing Section (Conf.1.Xnum = (Conf.Xnum = 6)
  (a))
  , the (_Data_User = Data User)
  may freely use or disclose any portion of the dataset described in Attachment (Annex.ProjectDetails.Xnum = A)
  that:)
  (Conf.Except.xlist =
  (Conf.Except.secs = (Conf.Except.1.sec = was lawfully in (_Data_User = Data User)
  ’s possession prior to the time of disclosure by (_Data_Provider = Data Provider)
  ;)
  (Conf.Except.2.sec = becomes publicly available without a breach of this (_Agreement = Agreement)
  by (_Data_User = Data User)
  ;)
  (Conf.Except.3.sec = is received by (_Data_User = Data User)
  lawfully from another source without any corresponding obligation of confidentiality; or)
  (Conf.Except.4.sec = is independently developed by or for (_Data_User = Data User)
  .)
  )
  )
  (Conf.Except.00.sec = )
  )
3. (Conf.ExceptCompelled.sec = (_Data_User = Data User)
  may disclose the (_Training_Data = Training Data)
  if and as required by law; but only after it notifies the (_Data_Provider = Data Provider)
  (if legally permissible) to enable the (_Data_Provider = Data Provider)
  to seek a protective order or other appropriate remedy.)
4. (Conf.CirculateNeedToKnow.sec = (_Data_User = Data User)
  may not disclose the (_Training_Data = Training Data)
  to any third party, except to its employees, contractors and consultants (“(DefT.Representatives = (_Representatives = Representatives)
  )
  ”) and then only on a need-to-know basis under nondisclosure obligations at least as protective as this (_Agreement = Agreement)
  . (_Data_User = Data User)
  will be responsible and liable for the use and disclosure of the (_Training_Data = Training Data)
  by its (_Representatives = Representatives)
  , which use and disclosure is subject to the same limitations and requirements that apply to (_Data_User = Data User)
  .)
)
)
(DataProtect.Sec = (DataProtect.Ti = Data Protection and Privacy)
(DataProtect.sec = (DataProtect.0.sec = )
(DataProtect.xlist =
1. (DataProtect.secs = (DataProtect.1.sec = While the (_Training_Data = Training Data)
  is in the possession or control of (_Data_User = Data User)
  , (_Data_User = Data User)
  agrees to implement and maintain reasonable physical, administrative, and technical safeguards to protect the (_Training_Data = Training Data)
  from inadvertent or unauthorized access, disclosure, use, or modification, taking into account the sensitivity of such (_Training_Data = Training Data)
  .)
2. (DataProtect.2.sec = All use and storage of the (_Training_Data = Training Data)
  by (_Data_User = Data User)
  will be consistent in all material respects with the data handling guidelines or frameworks set forth in Attachment (Annex.ProjectDetails.Xnum = A)
  , if any.)
3. (DataProtect.3.sec = Each (_party = Party)
  will cooperate with the other to ensure the provision, use and storage of the (_Training_Data = Training Data)
  is in compliance with applicable laws, including any applicable data protection or privacy laws, as further described in Attachment (Annex.DataPrivacy.Xnum = B)
  .)
4. (DataProtect.4.sec = (_Data_User = Data User)
  will promptly notify (_Data_Provider = Data Provider)
  in the event of any unauthorized access, disclosure, use or modification of the (_Training_Data = Training Data)
  and will reasonably cooperate with (_Data_Provider = Data Provider)
  to remediate and resolve such security breach to the reasonable satisfaction of (_Data_Provider = Data Provider)
  .)
5. (DataProtect.5.sec = (_Data_User = Data User)
  will not attempt to identify any natural person from any anonymized or de-identified (_Personal_Data = Personal Data)
  included in the (_Training_Data = Training Data)
  .)
  )
)
(DataProtect.00.sec = )
)
)
(Life.Sec = (Life.Ti = Term and Termination)
(Life.sec = (Life.0.sec = )
(Life.xlist =
1. (Life.secs = (Life.1.sec = This (_Agreement = Agreement)
  is effective as of the (_Effective_Date = Effective Date)
  and will continue until the first anniversary of the (_Effective_Date = Effective Date)
  , at which time this (_Agreement = Agreement)
  will automatically terminate unless extended by mutual written agreement of the (_parties = Parties)
  .)
2. (Life.2.sec = Either (_party = Party)
  may terminate this (_Agreement = Agreement)
  if the other (_party = Party)
  has materially breached the (_Agreement = Agreement)
  and has failed to cure such breach within thirty (30) days of written notification of such breach by the other (_party = Party)
  .)
3. (Life.3.sec = Either (_party = Party)
  may terminate this (_Agreement = Agreement)
  for any reason on ninety (90) days’ prior written notice to the other (_party = Party)
  .)
4. (Life.4.sec = (Life.4.0.sec = The following Sections of this (_Agreement = Agreement)
  will survive termination of this (_Agreement = Agreement)
  :)
  (Life.4.xlist =
  (Life.4.secs = (Life.4.1.sec = Sections (Def.Xnum = 1)
  , (Use.2.Xnum = (Use.Xnum = 3)
  (b))
  (for the duration of the retention period, if any),)
  (Life.4.2.sec = (Use.3.Xnum = (Use.Xnum = 3)
  (c))
  (for one (1) year following termination or expiration of this (_Agreement = Agreement)
  and thereafter until such date as (_Data_User = Data User)
  ceases use of the (_Trained_Model = Trained Model)
  ),)
  (Life.4.3.sec = (RightsInTrainedModel.Xnum = 4)
  , (Conf.Xnum = 6)
  , (DataProtect.Xnum = 7)
  (for any period during which (_Data_User = Data User)
  has possession or control of the (_Training_Data = Training Data)
  ),)
  (Life.4.4.sec = (Life.4.Xnum = (Life.Xnum = 8)
  (d))
  and (Misc.Xnum = 9)
  .)
  )
  )
  (Life.4.00.sec = )
  )
  )
)
(Life.00.sec = )
)
)
(Misc.Sec = (Misc.Ti = General)
(Misc.sec =
1. (Misc.Amend.Sec = (Misc.Amend.Ti = Amendments)
  
  (Misc.Amend.sec = Any amendment to the (_Agreement = Agreement)
  must be in writing and is executed by authorized representatives of both (_parties = Parties)
  .)
  )
2. (Misc.Entire.Sec = (Misc.Entire.Ti = Entire Agreement)
  
  (Misc.Entire.sec = This (_Agreement = Agreement)
  is the entire agreement and understanding between the (_parties = Parties)
  with respect to the subject matter described in this (_Agreement = Agreement)
  and supersedes all prior agreements, understandings, promises and representations with respect thereto.)
  )
3. (Misc.Counterpart.Sec = (Misc.Counterpart.Ti = Counterparts)
  
  (Misc.Counterpart.sec = This (_Agreement = Agreement)
  may be executed in any number of counterparts. which, when taken together, will constitute one original.)
  )
4. (Misc.ElectronicSignature.Sec = (Misc.ElectronicSignature.Ti = Electronic Signatures)
  
  (Misc.ElectronicSignature.sec = This (_Agreement = Agreement)
  may be executed by PDF format via email or other electronically transmitted signatures and such signatures will be deemed to bind each (_party = Party)
  to this (_Agreement = Agreement)
  as if they were original signatures.)
  )
5. (Misc.3rdParty.Sec = (Misc.3rdParty.Ti = No Third-Party Beneficiaries)
  
  (Misc.3rdParty.sec = (Misc.3rdParty.Alt0.sec = {AltPrompt}: (copy)- "(Misc.3rdParty.SecName = Misc.3rdParty)
  .sec={(Misc.3rdParty.SecName = Misc.3rdParty)
  .AltX.sec}" where X is 1-2)
  :(Misc.3rdParty.Altolist =
  (Misc.3rdParty.Altsecs = (Misc.3rdParty.Alt1.sec = (Misc.3rdParty.Base.sec = No person or entity who is not a (_party = Party)
  to this (_Agreement = Agreement)
  will have the right to enforce any provision of this (_Agreement = Agreement)
  )
  .)
  (Misc.3rdParty.Alt2.sec = (Misc.3rdParty.Permit3rdPartyRightsInTrainedModel.sec = (Misc.3rdParty.Base.sec = No person or entity who is not a (_party = Party)
  to this (_Agreement = Agreement)
  will have the right to enforce any provision of this (_Agreement = Agreement)
  )
  , (Misc.3rdParty.Except3rdPartyRightsInTrainedModel.sec = except that third party users of the (_Trained_Model = Trained Model)
  are third-party beneficiaries of Section (RightsInTrainedModel.2.Xnum = (RightsInTrainedModel.Xnum = 4)
  (b))
  )
  .)
  )
  )
  )
  )
  )
6. (Misc.Independent.Sec = (Misc.Independent.Ti = Relationship of the Parties)
  
  (Misc.Independent.sec = The (_parties = Parties)
  are independent contractors and the relationship between the two (_parties = Parties)
  under this (_Agreement = Agreement)
  will not constitute a partnership or agency. Neither (_party = Party)
  will have the authority to take any action that will be binding on the other (_party = Party)
  .)
  )
7. (Misc.Assign.Sec = (Misc.Assign.Ti = Assignment)
  
  (Misc.Assign.sec = Neither (_party = Party)
  may assign this (_Agreement = Agreement)
  , in whole or in part, to any third party without the prior written consent of the other (_party = Party)
  .)
  )
)
)

)
)

)
(By.Div =
(By.Sec = (By.Ti = Signature)

(By.sec = (By.0.sec = IN WITNESS WHEREOF, the (_Parties = Parties)
have executed (_this_Agreement = this (_Agreement = Agreement)
)
as of the (_Effective_Date = Effective Date)
.)

(By.secs = (By.secs/2 =

{P1.US.Contract.By.Sec}

{P2.US.Contract.By.Sec}

)
)
)
)

)
(Annex.Div =

(Annex.Sec = (Annex.Ti = Attachments)

(Annex.sec =

Attachment A
(Annex.ProjectDetails.Sec = (Annex.ProjectDetails.Ti = Project Details)
(Annex.ProjectDetails.sec = (Annex.ProjectDetails.0.sec = )
(Annex.ProjectDetails.xlist =
(Annex.ProjectDetails.Olist =
(Annex.ProjectDetails.Secs = (Annex.ProjectDetails.1.Sec = (Annex.ProjectDetails.1.Ti = Part I - Description of AI Model; License)

(Annex.ProjectDetails.1.sec = (Annex.ProjectDetails.1.0.sec = )
(Annex.ProjectDetails.1.xlist = (Annex.ProjectDetails.1.Olist =
(Annex.ProjectDetails.1.Secs = (Annex.ProjectDetails.1.secs = (Annex.ProjectDetails.1.1.sec = {Insert description of AI Model (including, if publicly accessible, the relevant URL), the source of the AI Model (if known), and identify the license (if applicable) under which it is made available to Data User.})
(Annex.ProjectDetails.1.2.sec = {Specify any copyright notices or attribution requirements.})
)
)
)
)
(Annex.ProjectDetails.1.00.sec = )
)
)
(Annex.ProjectDetails.2.Sec = (Annex.ProjectDetails.2.Ti = Part II - Description of Training Data)

(Annex.ProjectDetails.2.sec = (Annex.ProjectDetails.2.0.sec = )
(Annex.ProjectDetails.2.xlist = (Annex.ProjectDetails.2.Olist =
(Annex.ProjectDetails.2.Secs = (Annex.ProjectDetails.2.secs = (Annex.ProjectDetails.2.1.sec = {Insert description of Training Data and, if desirable, any limitations/disclaimers about the data (e.g., if it based on a subset of a particular population, collected during a specified time period, known to be incomplete, etc.).})
(Annex.ProjectDetails.2.2.sec = {Optional: Insert information about the provenance and lineage of the Training Data, as well as any legal, contractual, or other limitations on Data Provider’s rights to transfer, process or otherwise use, or permit others to transfer, process or otherwise use, the Training Data.})
(Annex.ProjectDetails.2.3.sec = {Optional: Insert any certifications as to the contents, quality, or other characteristics of the Training Data that should be a carve-out to the general disclaimer in Section 5d.})
(Annex.ProjectDetails.2.4.sec = {Optional: Insert any description of the methods/technologies used by the Data Provider to secure the data as well as any expectations about the Data User’s obligations to provide the same or equivalent protection.})
)
)
)
)
(Annex.ProjectDetails.2.00.sec = )
)
)
(Annex.ProjectDetails.3.Sec = (Annex.ProjectDetails.3.Ti = Part III - AI Project Specification)

(Annex.ProjectDetails.3.sec = (Annex.ProjectDetails.3.0.sec = )
(Annex.ProjectDetails.3.xlist = (Annex.ProjectDetails.3.Olist =
(Annex.ProjectDetails.3.Secs = (Annex.ProjectDetails.3.secs = (Annex.ProjectDetails.3.1.sec = {Insert description of delivery mechanism for the Training Data as well as any formatting requirements and (if applicable) the frequency of updates.})
(Annex.ProjectDetails.3.2.sec = {Optional: Insert data retention period (i.e., the duration of time Data User is permitted to retain the Training Data following termination/expiration of the Agreement).})
(Annex.ProjectDetails.3.3.sec = {Optional: Insert any applicable data handling guidelines or frameworks that should apply to Data User’s storage and use of the Training Data (e.g., ISO/NIST standards).})
)
)
)
)
(Annex.ProjectDetails.3.00.sec = )
)
)
(Annex.ProjectDetails.4.Sec = (Annex.ProjectDetails.4.Ti = Part IV - Location of Trained Model)

(Annex.ProjectDetails.4.sec = {Insert URL where Data User will make the Trained Model publicly available for download, and include any other relevant instructions for accessing the model.})
)
)
)
)
(Annex.ProjectDetails.00.sec = )
)
)
Attachment B
(Annex.DataPrivacy.Sec = (Annex.DataPrivacy.Ti = Data Privacy)

(Annex.DataPrivacy.sec = {If relevant, insert applicable GDPR, HIPAA or other applicable privacy terms.})
)

)
)
)
)