A license grants defined use rights; an ownership transfer assigns rights that the seller actually holds and can transfer. The commercial phrase “selling data” can refer to either. Read the operative agreement rather than relying on the label. The appropriate structure requires legal review.
Compare the rights package
| Question | A defined license | A transfer or assignment |
|---|---|---|
| What is granted? | Specified permitted uses | Specified transferable rights |
| What is retained? | Rights not granted, subject to the contract | Only retained rights or reservations stated in the agreement |
| Can you license again? | Depends on exclusivity and restrictions | Depends on what was transferred and reserved |
| Is payment recurring? | Only if agreed | Only if agreed; the label does not determine payment |
Define use more precisely than “AI”
Training, fine-tuning, evaluation, research, product deployment, redistribution, and publication are distinct uses. A party may need one and request all. Ask which rights are necessary and whether a narrower scope would satisfy the project. Define treatment of transformed datasets and model artifacts.
Exclusivity has a cost
An exclusive license can restrict future transactions or your own activities, depending on its wording. Specify the field, territory, data scope, time period, and any retained use. Do not assume that a non-exclusive label removes every commercial restriction elsewhere in the agreement.
Sublicensing changes the downstream chain
If onward licensing is allowed, establish who may receive the data, which restrictions carry forward, and how obligations are enforced. Ask whether you receive reporting, approval rights, or additional revenue. A confidentiality clause alone may not limit all downstream uses.
Duration and deletion need realistic terms
Agree how long copies and derived artifacts may be retained. Discuss whether training has already occurred, what termination actually stops, and what deletion evidence is possible. Do not promise that source deletion automatically removes its influence from an existing model.
Payment and acceptance are separate choices
Fixed fees, renewals, usage payments, or revenue shares are commercial structures to negotiate, not intrinsic features of a license. Define the payment trigger, acceptance tests, reporting, deductions, rejection rights, and dispute process. Compare the net value of offers under the same scope.
Use a term sheet to surface disagreement early
Write down the asset, parties, purposes, territories, duration, exclusivity, sublicensing, security, acceptance, fees, warranties, liability, and termination requirements. Mark unknown terms explicitly and obtain review before delivery. Follow the licensing process to connect those terms to a controlled handover.