BUYER_DOCS / IP_ASSIGNMENT
⚠️ Draft for counsel review — not legal advice
Two documents here, and they are not interchangeable:
- Part A — the clause that goes in your client contract, assigning the delivered
data to the client.
- Part B — the assignment you need from every contributor, without which you
cannot lawfully give the client what Part A promises.
Part B is the one people forget, and it is the one that voids the deal. If a contributor in India retains rights in their annotations, you cannot assign those rights to a lab in California, and your client contract is a promise you cannot keep. [COUNSEL] marks points requiring a lawyer's decision.
Part A — Client-facing IP assignment clause
For inclusion in the Services Agreement.
1. Client materials
1.1 All content supplied by the Client — prompts, documents, media, model outputs, rubrics and evaluation criteria (the "Client Materials") — remains the exclusive property of the Client. Goldset acquires no right in them other than a limited, revocable, non-transferable licence to use them solely to perform the Services.
1.2 Goldset shall not use Client Materials, or any Deliverable, to train, fine-tune, evaluate or otherwise improve any machine-learning model, whether its own or a third party's, except where expressly agreed in writing.
2. Deliverables
2.1 "Deliverables" means the annotations, labels, rankings, preference judgements, written rationales, evaluation results, agreement reports and QA scorecards produced under the Services Agreement.
2.2 Goldset hereby assigns to the Client, with full title guarantee and free of encumbrances, all right, title and interest (including all intellectual property rights) in the Deliverables, such assignment taking effect on creation or, where an assignment of future rights is not effective in a relevant jurisdiction, immediately upon their coming into existence. [COUNSEL] Present assignment of future rights is treated differently across jurisdictions; a belt-and-braces formulation plus a covenant to execute further assurances (clause 2.5) is the usual answer.
2.3 The Client's rights are not conditional on payment being complete. [COUNSEL — COMMERCIAL DECISION] Many suppliers make assignment conditional on payment in full. That is a legitimate protection, but sophisticated buyers frequently reject it. Decide your position before it is raised, not in the meeting.
2.4 Goldset warrants that the Deliverables are original to its personnel, that it has secured all necessary rights from every contributor (Part B), and that to the best of its knowledge the Deliverables do not infringe third-party rights.
2.5 Further assurances. Goldset shall, at the Client's cost, execute such further documents and do such things as the Client reasonably requires to vest, perfect or enforce the rights assigned.
3. Goldset background IP
3.1 Goldset retains ownership of its pre-existing and independently developed materials — its screening instrument, QA methodology, scorecard and report formats, internal tooling and know-how (the "Background IP"). No Background IP is assigned.
3.2 Where Background IP is embedded in a Deliverable, Goldset grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use it as part of that Deliverable.
3.3 Nothing prevents Goldset from using the general skills, methods and know-how developed in performing the Services, provided it discloses no Client Materials, Deliverables or Confidential Information.
4. Publicity
Goldset shall not name the Client, or describe the engagement in a way that identifies them, without prior written consent. [Note: this is why the Goldset site carries no named client logos. That is a contractual position, not an absence of clients — and it is worth saying so out loud when asked.]
Part B — Contributor IP assignment and confidentiality
Every contributor signs this before touching any client data. Without it, Part A cannot be honoured.
Between PMCDXB Corporate Services Provider (CSP) L.L.C S.O.C, trading as Goldset ("Goldset") and [CONTRIBUTOR NAME], of [ADDRESS] (the "Contributor").
1. Assignment
1.1 The Contributor hereby assigns to Goldset, absolutely and with full title guarantee, all present and future right, title and interest (including all intellectual property rights) in all annotations, labels, rankings, judgements, rationales, evaluations and other work product created in the course of providing services to Goldset (the "Work Product"), such assignment taking effect on creation.
1.2 The assignment is worldwide, perpetual and irrevocable, and includes the right for Goldset to assign onward to its clients as contemplated in Part A.
1.3 Moral rights. To the fullest extent permitted by applicable law, the Contributor waives all moral rights in the Work Product, and where waiver is not permitted, agrees not to assert them. [COUNSEL] Moral rights are not waivable in every jurisdiction; confirm the position under Indian law and adjust.
1.4 Consideration. The Contributor acknowledges that the fees paid constitute full and sufficient consideration for this assignment. [COUNSEL] Nominal-consideration assignments are challenged in some jurisdictions; confirm sufficiency under Indian law.
2. Warranties
The Contributor warrants that the Work Product is their own original work; that they have not copied it from any third party; that no AI system was used to generate it unless expressly permitted in writing for the specific task; and that it does not infringe any third-party right.
Why the AI clause matters commercially: a lab buying human preference data and receiving model-generated labels has bought nothing — worse, it has poisoned a training set. This warranty is the contractual half of the control; the gold seeding and time-on-task tracking in the QA methodology are the operational half.
3. Confidentiality
3.1 The Contributor shall keep all client content, prompts, rubrics and Goldset methodology strictly confidential, indefinitely.
3.2 The Contributor shall not copy, download, retain, screenshot, transmit or reproduce client content outside the controlled workspace, and shall not disclose the identity of any client.
3.3 The Contributor shall not use any client content for any purpose other than performing the assigned task — including, expressly, not for training any model and not for inclusion in any portfolio or public writing.
4. Data protection
The Contributor shall process any personal data encountered strictly in accordance with Goldset's instructions and its data handling policy, and shall report any suspected breach or accidental exposure immediately.
5. Term and survival
Clauses 1 (Assignment), 2 (Warranties) and 3 (Confidentiality) survive termination indefinitely.
6. Governing law
[COUNSEL — this needs deliberate thought.] The contributors are in India and the engaging entity is in the UAE. UAE law with Dubai jurisdiction is the natural drafting choice, but consider realistically how it would be enforced against an individual contributor in India, and whether Indian law and forum, or a dual approach, is more practical. This is worth one conversation with counsel who covers both.
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