Briggs AnalyticsWhat a data license agreement looks like, clause by clause
In this article
Scope and purposeDe-identification and excluded categoriesTerm and exclusivityPaymentWarranties and auditRetention, deletion and terminationScope and purpose
Scope lists the systems and the categories of record inside them, usually as an exhibit you can edit. Purpose says what the buyer may do: typically "training, evaluation and improvement of machine learning models" and nothing else. Push back on purpose language that is open-ended; "any lawful purpose" is too broad and the serious buyers do not ask for it.
De-identification and excluded categories
This clause describes what is removed before use and what is excluded entirely. Health information, card and bank numbers and anything under a restrictive customer contract are excluded. The clause should say that you approve the category list and that the buyer provides a sample after scrubbing. What de-identification covers.
Term and exclusivity
Term is how long the buyer may use the copy, often perpetual for the trained model and limited for the raw records. Exclusivity is the big one: non-exclusive means you can license the same records again; exclusive pays more and ends there. One licensing platform's published research puts the exclusive premium at four to five times. Most owners choose non-exclusive. Which pays more, and when.
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Ten questions, under five minutes, built from the buyers' own published ranges.
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Amount, trigger and timing. The trigger is usually acceptance after review, sometimes signature. Timing runs from seven days at the fastest buyer to 30 to 60 days at most. If Briggs Analytics introduced you, the buyer pays us separately; it is never deducted from your amount, and the agreement says so.
Warranties and audit
You warrant that you own the records, that no contract forbids the license and that you have the authority to sign. Keep these to what you actually know; "to the best of our knowledge" is normal. Audit lets the buyer confirm the records are what you said; a reasonable clause limits it to the scoped systems and to reasonable notice.
Retention, deletion and termination
Raw records are deleted after processing on a stated schedule; the trained model is not unwound. Termination covers breach and, sometimes, a change of control of your company. Ask what happens to the copy on termination and get it in writing. What every buyer commits to.
In short
- Ten clauses: scope, purpose, de-identification, term, exclusivity, payment, warranties, retention, audit, termination.
- Push back on open-ended purpose language and on warranties beyond what you know.
- Non-exclusive is the common choice; exclusive pays more and ends your ability to license again.
- Raw records are deleted on a schedule; the trained model is not unwound.
Questions owners ask.
Do I need a lawyer?
For anything over the published floor, a short review is worth it. The agreements are standard and most lawyers turn them in a few days. Nothing here is legal advice.
Can I license to two buyers at once?
Yes, with non-exclusive licenses, and some owners do. Each buyer's agreement should say it is non-exclusive.
Who drafts the agreement?
The buyer. Briggs Analytics is not a party to it and never sees your records.
