Engineering and architecture
Rights review checklist for AEC firms before licensing project records
By SourceX Editorial · Reviewed by Noah Loul ·
Short answer
An AEC data licensing rights checklist confirms, project by project, that contracts and third-party terms allow project records to be licensed in de-identified form. Start with the executed agreement, its modifications and its confidentiality terms; each project then lands in one of four outcomes: cleared, cleared with conditions, ask the client, or exclude. Record the outcome before preparation begins.
Key takeaways
- The executed agreement with every amendment decides rights, not the standard form it started from.
- Ownership of instruments of service and confidentiality are separate questions; a firm can own its documents and still owe confidentiality over them.
- Consultant drawings, client-furnished information and manufacturer data carry rights of their own.
- Projects under a litigation hold, or for federal or security-sensitive owners, stay excluded until counsel clears them.
- Record one outcome per project, with the supporting clause, so the decision can be checked later.
What does the rights review decide?#
The rights review decides which projects' records an AEC firm is free to license, under what conditions, and which must be excluded or need client permission. It is the Rights step of the SourceX five-step transaction, and it happens before any record is prepared or shared.
Run it per project, not per client or per system. A long-standing client may have signed a permissive agreement on one project and a strict one on the next, and the RFIs in Procore inherit the terms of the project they belong to. This checklist is general information, not legal advice; counsel should lead or confirm the review.
Scope the review to the record families you plan to license. A package of RFI responses and review comments turns mainly on the clauses that govern project information, while a package that includes drawings or models also needs the ownership and consultant checks answered in full.
Assemble the contract file before you start#
The contract file for each project should be complete before anyone scores it. Missing amendments are the most common reason a rights decision has to be reopened after preparation has started.
- The executed owner agreement with exhibits, plus any master service agreement and task order it sits under.
- Every amendment, modification and change in services that alters scope, ownership or confidentiality.
- Separate NDAs or confidentiality agreements with the owner, its tenants or its operators.
- Subconsultant agreements for structural, MEP, civil, landscape and specialty consultants.
- Any AI, data use or technology addendum the client attached.
- Litigation, claim and document hold notices tied to the project.
The 12-point rights checklist#
The 12 checks below follow the questions counsel will ask during the Rights step. Answer each one from the contract file and note the clause or document that supports the answer, so a second reviewer can confirm it without starting over.
Checks 1 to 5 come from the owner agreement and take the most reading. Checks 6 to 8 depend on who authored the content, which is why many firms limit a first package to records their own staff wrote. Checks 9 to 12 are often answered by a flag on the project record before anyone opens the contract.
| No. | Check | What to look for |
|---|---|---|
| 1 | Contract form | AIA, EJCDC, ConsensusDocs or client-drafted, and which edition |
| 2 | Modifications | Struck or rewritten clauses on ownership, confidentiality or use of documents |
| 3 | Ownership of documents | Whether the firm keeps rights in its instruments of service or assigns them to the owner |
| 4 | Confidentiality | What counts as confidential, permitted disclosures, survival, and whether de-identified use is addressed |
| 5 | Use restrictions | Clauses limiting use of project information to the project itself |
| 6 | Client-furnished information | Surveys, geotechnical reports, tenant data and owner standards supplied by the client |
| 7 | Consultant content | What rights the firm received in subconsultant drawings, calculations and reports |
| 8 | Third-party product data | Manufacturer data sheets and contractor shop drawings inside submittals |
| 9 | AI and data clauses | Express prohibitions or permissions on AI use, model training or data sharing |
| 10 | Public or federal status | Public owners, federal agencies and contract clauses that control information |
| 11 | Security sensitivity | Critical infrastructure, detention, data centers and similar restricted facilities |
| 12 | Holds and disputes | Litigation holds, claims, mediation or arbitration in progress or threatened |
How to read the answers: four outcomes#
Every project should leave the review with one of four outcomes. The outcome travels with the project number into preparation, so nobody re-decides it from memory later.
| Outcome | Typical pattern | What happens next |
|---|---|---|
| Cleared | Standard or firm-drafted terms, no use restriction beyond confidentiality, no sensitivity flags | Proceeds to preparation with standard de-identification |
| Cleared with conditions | Confidentiality that de-identification can satisfy, or consultant content that must be removed | Proceeds with the specific removals written down |
| Ask the client | Use restrictions, client ownership of all documents, or an unclear AI clause | Written permission requested; excluded if refused |
| Exclude | Express prohibition, federal or security-sensitive work, active holds or disputes | Removed from scope and flagged in the inventory |
Checks that are easy to miss#
The checks most often missed sit outside the owner agreement. A subconsultant agreement may give the prime firm only a license to use consultant documents for the project, which does not stretch to licensing them onward. Submittals carry manufacturer data and shop drawings owned by suppliers and contractors.
Platform terms are another gap. Records held in Procore, Bluebeam Studio or a client-hosted portal may be subject to the platform's terms or the client's portal rules, separate from the design agreement. A project closed long ago can also still be under a hold if a claim was threatened, so check with whoever manages claims, not only the project file.
When an answer falls between two outcomes, record the stricter one. A project can move up after counsel review, while moving one down after its records were prepared wastes the preparation work.
Illustrative: a regional A/E firm reviews three project types#
Illustrative: a fictional regional architecture and engineering firm reviews projects for a license of de-identified RFIs and submittal review comments. Its contract files fall into three patterns, each pointing to a different outcome.
The firm records the outcome and supporting clause for each project in its inventory spreadsheet, and the preparation team works only from projects marked cleared or cleared with conditions. When the developer client later agrees in writing, its projects move up to cleared with conditions.
- Private office and retail projects on lightly modified AIA forms: confidentiality applies, but nothing restricts de-identified use. Outcome: cleared with conditions, removing owner, tenant and contractor names.
- A developer client's own agreement that assigns all documents to the owner and limits use to the project. Outcome: ask the client, requesting permission for the firm's review comments only.
- A hospital system's recent task orders under a master agreement whose AI addendum bars use of project information for model training. Outcome: exclude unless the client amends the addendum.
How SourceX runs the Rights step#
SourceX works through the Rights step with the firm and its counsel, using the firm's own contract file, and the firm approves the outcome for each project before Preparation starts. The initial fit check before that step asks only for descriptions of systems and records, not documents.
Results go into the licensing rights section of the SourceX Evidence Packet. That record lines up with what dataset buyers expect to see: the Data & Trust Alliance's Data Provenance Standards, for example, include Use elements for license to use, consent documentation location and confidentiality classification.
Frequently asked questions
Does AIA language on instruments of service settle the question?
Not on its own. Instruments of service clauses deal with ownership of the documents and licenses to use them, while confidentiality terms, modifications and client riders can still restrict how project information is used. Read the ownership and confidentiality clauses together, along with every amendment.
What if the client no longer exists?
A dissolved or acquired client does not automatically free the records. Confidentiality obligations may survive the project and may pass to a successor or assignee. Counsel can advise whether a successor should be asked or whether the project is simpler to exclude.
Who should sign off on each outcome?
The risk manager or general counsel usually signs off, with the principal in charge confirming facts such as holds or client sensitivities. Firms without in-house counsel often have outside counsel approve the outcome rules and check a sample of projects, then apply the rules consistently.
Do employee agreements matter in a rights review?
Sometimes. Employee work product generally belongs to the firm, but markups, review comments and emails contain employee names and personal details. Check handbooks and any privacy notices, and plan to replace names with consistent placeholders during preparation.
How often should the review be repeated?
Repeat it for each new package and whenever projects are added. Agreements signed after the first review may carry AI clauses, and a project that was cleared can later come under a hold or a new NDA. Date each review so a later reader can tell which contracts it covered.
Sources
- The Use group of the Data & Trust Alliance Data Provenance Standards includes elements for confidentiality classification, consent documentation location, license to use, intended data use, and copyright, patent and trademark status. Source
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