Generative AI Clause Samples
The Generative AI clause defines the rules and limitations regarding the use of artificial intelligence systems that create content, such as text, images, or code, within the context of the agreement. It typically specifies whether parties are permitted to use generative AI tools in performing contractual obligations, outlines any requirements for disclosure or approval, and may address issues like intellectual property ownership or data privacy. This clause serves to clarify expectations and manage risks associated with the use of advanced AI technologies, ensuring that both parties understand their rights and responsibilities when leveraging generative AI.
Generative AI. The tools developed by the Pubco for use as part of Pubco’s Offerings are set forth on Section 4.14(o)(iii)(1) of the Pubco Disclosure Letter (the “Pubco Developed AI”). Except as has not been and would not reasonably be expected to be, individually or in the aggregate, to have a Pubco Material Adverse Effect, the Pubco Developed AI complies with all applicable laws and regulations, including data protection and privacy laws in all material respects. Pubco has implemented reasonable measures to protect the confidentiality and security of the Pubco Developed AI. To Pubco’s Knowledge, there have been no unauthorized uses, disclosures, or breaches of the Pubco Developed AI or related systems that resulted in a Material Adverse Effect. The Pubco Developed AI has been developed and maintained in accordance with industry best practices, including but not limited to: transparency in AI decision-making processes where appropriate, and regular testing and validation for accuracy and reliability. Section 4.14(o)(iii)(2) of the Pubco Disclosure Letter sets forth a list of all material Third-Party AI used or held for use by Pubco in the Pubco’s business. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, to have a Pubco Material Adverse Effect, Pubco and the Pubco Subsidiaries have not: (1) used any Generative AI Tools in a manner that could reasonably be expected to adversely affect the ownership, validity, enforceability, registrability, or patentability of any Owned Pubco IP that Pubco or any Pubco Subsidiary intended to maintain as proprietary; or (2) used any Generative AI Tool in a manner that does not comply with the applicable license or other Contract terms governing its use by Pubco or the Pubco Subsidiary.
Generative AI. To the extent You participate in the testing or evaluation of pre-release features, functions or capabilities that use generative artificial intelligence or similar technologies (each, a “Pre-release AI Feature”), the Celonis Artificial Intelligence Addendum (“AI Addendum”) found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/terms-and-conditions/celonis-services/ additionally applies. If and to the extent You are entitled to continue using a Pre-Release AI Feature after it is made generally available to the public for commercial use, the then-current version of the AI Addendum will apply to Your continued use notwithstanding any expiration or termination of this Agreement.
Generative AI. (1) The Company uses all Generative AI Tools (as defined below) in material compliance with the applicable license terms, consents, agreements and laws.
(2) The Company has not included and does not include any sensitive Personal Information (as defined below), trade secrets or material confidential or proprietary information of the Company, or of any third Person under an obligation of confidentiality by the Company, in any prompts or inputs into any Generative AI Tools, except in cases where such Generative AI Tools do not use such information, prompts or services to train the machine learning or algorithm of such tools or improve the services related to such tools.
(3) The Company has not used Generative AI Tools to develop any material Company-Controlled Intellectual Property that the Company intended to maintain as proprietary in a manner that it believes would materially affect the Company’s ownership or rights therein.
(4) For purposes hereof, “Generative AI Tools” means generative artificial intelligence technology or similar tools capable of automatically producing various types of content (such as source code, text, images, audio, and synthetic data) based on user-supplied prompts.
Generative AI. Contractor shall disclose any use of Generative AI which processes, involves, has access or exposure to, impacts, or potentially impacts the County or County data, systems, goods, services, or products. In addition to the foregoing, Contractor shall specifically identify when Generative AI is intended for use to draft reports containing recommendations that involve engineering judgment or propose decisions, actions, or inactions that involve or rely upon professional engineering knowledge or experience. For purposes of this section, Generative AI is artificial intelligence capable of generating text, images, or other media, using generative models. In the event of any such disclosure, County may, in its sole discretion, deny the use of the Generative AI in performance of the Agreement or terminate this Agreement immediately and without any liability or duty beyond that compensation for goods or services already provided. In addition, Contractor shall not expose or input any confidential County data, records, processes, or other types of information into Generative AI. Confidential data shall constitute Personal Health Information, medical records, legal or privileged records, personnel records, similarly sensitive records, or other types of data or records identified as confidential by County.
Generative AI. The tools developed by the Company for use as part of Company’s Offerings are set forth on Section 3.13(o)(iii)(1) of the Company Disclosure Letter (the “Company Developed AI”). Except as has not been and would not reasonably be expected to be, individually or in the aggregate, to have a Company Material Adverse Effect, the Company Developed AI (complies with all applicable laws and regulations, including data protection and privacy laws. The Company has implemented reasonable measures to protect the confidentiality and security of the Company Developed AI. The Company Developed AI has been developed and maintained in accordance with industry best practices, including but not limited to transparency in AI decision-making processes where appropriate, and regular testing and validation for accuracy and reliability. Section 3.13(o)(iii)(2) of the Company Disclosure Letter sets forth a list of all material third-party AI technologies (“AI Technologies”) used or held for use by the Company in the Company’s business, including AI Technologies capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts (“Generative AI Tools”) (collectively, “Third-Party AI”). Except as has not been and would not reasonably be expected to be, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have not: (1) used any Generative AI Tools in a manner that could reasonably be expected to adversely affect the ownership, validity, enforceability, registrability, or patentability of any Owned Company IP that the Company or any Company Subsidiary intended to maintain as proprietary; or (2) used any Generative AI Tool in a manner that does not comply with the applicable license or other Contract terms governing its use by the Company or the Company Subsidiaries.
Generative AI. (i) The Company uses all Generative AI Tools (as defined below) in material compliance with the applicable license terms, consents, agreements and laws.
(ii) The Company has not included and does not include any sensitive Personal Information (as defined below), trade secrets or material confidential or proprietary information of the Company, or of any third Person under an obligation of confidentiality by the Company, in any prompts or inputs into any Generative AI Tools, except in cases where such Generative AI Tools do not use such information, prompts or services to train the machine learning or algorithm of such tools or improve the services related to such tools.
(iii) The Company has not used Generative AI Tools to develop any material Company-Controlled Intellectual Property that the Company intended to maintain as proprietary in a manner that it believes would materially affect the Company’s ownership or rights therein.
(iv) For purposes hereof, “Generative AI Tools” means generative artificial intelligence technology or similar tools capable of automatically producing various types of content (such as source code, text, images, audio, and synthetic data) based on user-supplied prompts.
Generative AI. 11.1. Where the Project requires the use of generative AI (GenAI), the Customer hereby permits Faculty to use GenAI products and services (GenAI Products) of third parties (GenAI Providers) in connection with the Project outlined in the Order Form. The Customer acknowledges and agrees that Faculty is carrying out the use of GenAI Products on behalf of the Customer. Customer assumes all responsibility and risk for the use of the GenAI Products. The Customer shall have no rights or remedies against Faculty relating to the use of GenAI Products and shall not seek any recourse against Faculty in connection with such use.
11.1.1. Notwithstanding any clause of this Agreement, Customer acknowledges and agrees that:
11.1.2. any Intellectual Property Rights owned by the GenAI Providers shall be owned by the GenAI Providers and not Faculty;
11.1.3. Faculty makes no warranties, express or implied, with respect to the ownership, validity, or enforceability of any Intellectual Property Rights in GenAI Products; and
11.1.4. Faculty shall not be liable for any damages, including without limitation, direct, indirect, incidental, special, punitive, or consequential damages arising out of the use of GenAI Products.
Generative AI. (a) For the purposes of this clause 10.5, ‘Generative AI’ means a machine learning platform, technology, or tool used to generate or create digital content including text, images, audio, video, and code.
(b) The Consultant must not, and must ensure its Personnel do not, use Generative AI in providing the Services or in the creation or modification of any Deliverables.
Generative AI. The tools developed by the Company for use as part of Company’s product offerings, testing and development are set forth on Schedule 2.10(p)(v)(i) (the “Company Developed AI”). The Company owns all rights, title, and interest in the Company Developed AI, free and clear of all Encumbrances except for Open Source Materials disclosed in Schedule 2.10(o)(i). The Company Developed AI (1) does not infringe the Intellectual Property Rights of any third-party and (2) comply with all applicable laws and regulations, including data protection and privacy laws. The Company has implemented reasonable measures to protect the confidentiality and security of the Company Developed AI and the Company Developed AI constitutes part of the Company-Owned Intellectual Property. To the Company’s knowledge, there have been no unauthorized uses, disclosures, or breaches of the Company Developed AI or related systems. The Company Developed AI has been developed and maintained in accordance with industry best practices, including but not limited to: (1) measures to prevent and mitigate algorithmic bias, (2) ethical AI principles, (3) transparency in AI decision-making processes where appropriate, and (4) regular testing and validation for accuracy and reliability. The Company maintains accurate and up-to-date documentation of its AI development and deployment practices, including any assessments of potential biases or ethical considerations. Schedule 2.10(p)(v)(ii) sets forth a correct, current, and complete list of all third-party AI technologies (“AI Technologies”) used or held for use by the Company in the Business (collectively, “Third-Party AI”). Schedule 2.10(p)(v)(iii) sets forth a correct, current, and complete list of all Third-Party AI capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts (“Generative AI Tools”) used by the Company or the Subsidiary and, for any such Generative AI Tool owned or controlled by any other Person, the license or other Contract governing the Company’s or any Subsidiary’s use thereof. The Company and the Subsidiary have not: (1) used any Generative AI Tools (whether owned or controlled by the Company or the Subsidiary or any other Person) in a manner that does, will, or could reasonably be expected to adversely affect the ownership, validity, enforceability, registrability, or patentability of any Company-Owned Intellectual Property that the Company or any Subsidi...
Generative AI. The Company is not subject to any AI Commitment and does not use any AI Technology, Generative AI Tools or Training Data and has no Company AI Products.