Master Supplier Licensing Agreement

msla-2026-10-v1

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Master Supplier Licensing Agreement
Sign once to start assessment. Approve the exact data, payout and terms in a short Deal Confirmation before SourceX seeks commercial commitment.

Planning example: Day 1 is the Master signature. Review starts on Day 40, with Closing and a valid invoice on Day 70. Actual dates follow the signed terms. A purchase requires Closing; a deal may end earlier.
Master Supplier Licensing Agreement
This Agreement is between SourceX Inc., a Delaware corporation at 16192 Coastal Highway, Lewes, Delaware 19958 (SourceX), and the Supplier listed below. It starts when the second party signs (Effective Date). The cover and terms below form one agreement.
SourceX licenses data directly from Supplier and manages preparation, permitted onward licensing and payment. Signing starts an initial 30-day exclusive assessment. Both parties sign a short Dataset Deal Confirmation with exact data, payout and terms before SourceX seeks partner commitment or authorizes external commercial presentations. After the Confirmation is signed, SourceX tells Supplier when preparation may begin using the approved route. A purchase occurs only when every Closing condition in Section 2.6 is met. No further full supplier contract is needed.
| Master ID | [MASTER ID] |
| Supplier | [FULL LEGAL NAME AND ENTITY TYPE] |
| Supplier notices | [POSTAL NOTICE ADDRESS]
Email: [NOTICE EMAIL] |
| Initial assessment dataset | [INVENTORY ID, VERSION, CUTOFF DATE AND ATTACHED FILE]
[DATA TYPES, SYSTEMS, YEARS AND APPROXIMATE VOLUME] |
| Agreed exceptions | [EXCLUDED DATA / EXISTING LICENSES OR COMMITMENTS / NONE] |
| Initial external sharing | The completed inventory and Supplier identity may be shared confidentially with SourceX’s approved acquisition partners under Section 7. Actual data records or samples are not shared at this initial stage. |
| Processing route | Default: Acquisition Partner assisted processing. Optional: SourceX automated portal pipeline.
Initial route: [SELECTED ROUTE]. SourceX may select or switch between both approved routes under Section 3.1 unless restricted here: [LIMITS / NONE]. |
| Indicative payout | [OPTIONAL USD RANGE / TO BE AGREED]. An estimate only. The exact payout needs a signed Confirmation. |

The initial hold ends 30 calendar days after the Effective Date, unless the data is declined sooner or a signed Confirmation replaces the hold under Section 2.3. SourceX notices: hello@sourcex.si or the postal address above.
| SourceX Inc. | [SUPPLIER LEGAL NAME] |
| Signature: ______________________________

Name: [AUTHORIZED SIGNATORY]
Title: [TITLE] | Signature: ______________________________

Name: [AUTHORIZED SIGNATORY]
Title: [TITLE] |
| Date: _________________________________ | Date: _________________________________ |
Supplier Licensing Terms
1 Key Terms
“Acquisition Partner” means SourceX’s approved direct data licensing counterparty. It may be an AI lab, a large enterprise AI developer, or an organization working with those users to assess, acquire or license data from SourceX. Supplier records use a confidential reference code. SourceX contracts directly with Supplier and grants permitted onward licenses in its own name.
“Dataset Deal Confirmation” or “Confirmation” means the short deal record both parties sign. It lists the exact dataset and inventory version, supplier payout (Fee), partner reference, delivery date, Closing Deadline, exclusivity, processing roles and agreed exceptions. It takes effect when the second party signs.
“Closing” means the point when every condition in Section 2.6 has been met. “Closing Deadline” means the final date, time and time zone in the Confirmation. Both parties must sign any change to that deadline.
“Deidentified Data” means Licensed Data after the agreed deidentification is completed under Section 3.1, or Licensed Data the Confirmation says does not require deidentification. Deidentified copies of data not selected for purchase do not fall within this definition.
“IP Rights” means patents, copyrights, know-how, trade secrets and similar rights under any jurisdiction’s laws. It excludes trademarks and other rights relating to source or origin.
“Licensed Data” means only the exact Submitted Data, or separately priced portions (lots), that reach Closing. The Closing Notice records them. Future data, later snapshots and unselected portions are excluded. A snapshot is the dataset as of its agreed cutoff date.
“Submitted Data” means the data, content and information Supplier intentionally provides or authorizes for review under an identified inventory, including samples and review copies. Material shared by mistake is not approved for selection or use.
“Business Day” means a day other than Saturday, Sunday or a U.S. federal holiday. All other references to days mean calendar days.
“Permitted Purpose” means the following uses:
(a) Before Closing, review Submitted Data for quality, completeness, lawful licensing rights and commercial suitability. This includes limited technical tests and approved confidential partner review. It does not allow AI training, fine-tuning, model improvement or unrelated commercial use.
(b) Deidentify Licensed Data where required.
(c) After Closing, use Deidentified Data to:
(i) train, validate, test, benchmark, monitor and improve SourceX’s or its customers’ AI models, large language models, algorithms, datasets and related tools, including their safety, accuracy and performance features;
(ii) include it in SourceX products, features, services and related documentation, including for inference, fine-tuning, evaluation and other AI model operations; and
(iii) distribute, sublicense, make available or otherwise commercially exploit all or part of the Deidentified Data itself, as a standalone dataset, for those purposes.
2 Assessment and Closing
2.1. Assessment and Acceptance Review. The first assessment lasts up to 30 calendar days from the Effective Date. SourceX aims to give Supplier a meaningful update within 7–14 days; this is a target, not a purchase or payment promise. Supplier must provide the agreed data securely by the Confirmation’s delivery date. Later inventories intentionally submitted under this Agreement may be assessed for 30 days from recorded receipt, without an exclusive hold unless a signed Confirmation creates one. A signed Confirmation replaces the assessment deadline for its data with the Closing Deadline.
SourceX may use the approved reviewers in Section 7 and may decline data before Closing for any reason or no reason. It does not promise a completed deal. Both parties must sign the Confirmation before SourceX seeks partner commitment or authorizes external commercial presentations. Initial inventory assessment and nonbinding price alignment may take place before the Confirmation within the permissions already given.
The acceptance review lasts up to 30 calendar days from the delivery or receipt event specified in the signed Confirmation (Review Period), ending no later than the Closing Deadline. SourceX may accept sooner and will record the review start and deadline. Preparation, delivery, feedback or permission to start processing does not by itself close a deal. Data that has not closed by the applicable assessment deadline, Review Period end or Closing Deadline is treated as declined. Missing data or acknowledgment does not extend a deadline.
2.2. Supplier Data Promises. Supplier represents and warrants that:
2.2.1. any use of AI tools to create, change or add to the Submitted Data happened only in Supplier’s normal business activities. No Submitted Data was created, changed or added to with AI tools in anticipation of delivery to SourceX;
2.2.2. the data matches the signed inventory and Confirmation, or the assessment inventory before a Confirmation is signed. It is complete, readable and free from corruption, truncation or substantial duplication; and
2.2.3. the data contains no unlawful, obscene or defamatory content and does not infringe anyone’s intellectual property, publicity, privacy or other rights.
2.3. Exclusive Hold Before Closing. The initial dataset is held exclusively from the Effective Date until 30 days later. A signed Confirmation creates a hold from its effective date to its Closing Deadline. Signing it before the existing hold ends replaces that hold without a gap. Signing after expiry creates a new hold from that point forward; it does not cover the gap.
During the hold, Supplier must not offer, discuss, negotiate, sell or license the covered dataset, substantially overlapping parts or derivatives of that snapshot to anyone else for AI training, model improvement or competing data licensing. Supplier may keep using it internally and honor commitments expressly accepted in the cover or Confirmation. The hold ends for data that SourceX releases or declines, when it is treated as declined under this Agreement, or at Closing when Section 3.3 starts. Independently created future data is excluded.
Issues, corrections, new exports, revised inventories, partner discussions and proposed amendments do not restart or extend any hold, Review Period or Closing Deadline. Both parties must sign an extension before expiry to avoid a gap. After expiry, a new signed Confirmation or express signed reinstatement can create a new period from that point forward. Expired permissions do not restart automatically.
2.4. Dataset Issues and Deal Changes. Each party must promptly tell the other about any material mismatch in the inventory, delivered data, quality, completeness, origin, licensing rights or deal terms. Supplier must provide reasonable evidence and help correct delivery within the remaining time. SourceX may pause affected delivery, sharing or selection, propose a fix or revised deal, or decline data that has not closed.
After the Confirmation is signed, both parties must sign a short Dataset Deal Amendment to change the dataset, Fee, deductions, payment, license rights, exclusivity, processing responsibilities, delivery date, Closing Deadline or Closing conditions in a material way. List the deal, inventory versions and exact changes. A new master is not needed. Before the first Confirmation, corrected data details and exact pricing may be agreed in that Confirmation instead; identify any assessment inventory or hold it replaces. An indicative price range is not a binding Fee. If the initial hold or sharing permissions need to change before the Confirmation is ready, use a signed amendment. Administrative fixes or new exports that meet the existing terms need only an operational record.
Silence, continued review, a tracker edit or a partner’s proposed price change is not Supplier approval. Existing terms continue for any unchanged, approved deal until an amendment is signed. If a required amendment is not agreed by the deadline, the affected unclosed data is treated as declined. An issue notice cannot reduce a Fee already owed after Closing. Payment obligations and breach remedies still apply.
2.5. Declined Data and Retention. Within 30 days of an express or automatic decline, SourceX will delete the affected data and require approved recipients to do the same. This covers samples, raw exports, temporary processing files and deidentified review copies. Only copies reasonably needed for legal compliance or genuine routine recordkeeping, plus inaccessible routine backups awaiting scheduled overwrite, may remain. Those copies must have restricted access, stay confidential and be used only for those retention purposes. No further evaluation, AI training, model improvement or commercial use is allowed. These duties continue after expiry or termination.
2.6. When the Deal Closes. Every condition below must be met by the Closing Deadline:
(a) Both parties signed the completed Confirmation and any required amendment.
(b) SourceX has completed its technical and commercial review within Supplier’s approved data and rights.
(c) The exact confirmed dataset or approved fixed-price lots were delivered.
(d) SourceX has expressly and unconditionally selected and accepted that data in writing under the Confirmation.
(e) No notified material dataset issue or required unsigned amendment affecting that data remains unresolved.
(f) Every extra condition written into the Confirmation was met.
Closing occurs when the last condition is met while the approval is valid. SourceX’s final written acceptance may be recorded in its deal record or Closing Notice. Once that acceptance is recorded and the other conditions are met, Closing occurs and the Fee is owed even if notice is sent later. Within two Business Days, SourceX will send Supplier a Closing Notice listing its acceptance reference, selected data or lots, Closing date, Fee and payment terms. SourceX’s internal commercial arrangements and supporting records remain confidential. Supplier does not sign again. SourceX cannot avoid an owed Fee by withholding the notice. No rights beyond the approved terms may be granted, and data cannot close after expiry without new valid approval. If the deal does not close, SourceX sends a no-deal notice; deadlines still expire even if that notice is late.
3 Data Preparation and Licensing
3.1. Extraction Upload and Deidentification. SourceX arranges extraction, secure upload or transfer, storage and required deidentification. The default route is Acquisition Partner assisted: the partner handles these steps, coordinated manually by SourceX. The optional route uses SourceX’s portal, AWS storage and automated preparation and deidentification pipeline. Supplier may provide packaged exports or approved extraction access. Both routes are allowed within their approved details unless the cover or Confirmation limits them. SourceX remains Supplier’s contracting party. Supplier handles deidentification only if expressly agreed in a signed record and must then finish it before external delivery.
Full processing starts after the Confirmation is signed and SourceX instructs the parties to proceed, unless a signed deal record expressly allows earlier preparation. Any separately approved early access or samples must stay within their approved permissions. The Confirmation says whether deidentification is required. This means applying the agreed steps to reduce identifying information and re-identification risk. Required work must be completed and checked before commercial use or any sharing that requires it. An earlier delivery or Closing requirement must be written into the deal. Section 7, agreed instructions and applicable data-processing and transfer rules still apply.
SourceX targets preparation and delivery within 7–10 calendar days once approved access and inputs are ready, subject to data volume and technical issues. This is an operating target and does not extend an agreed delivery date or Closing Deadline. Raw-package receipt starts the Review Period only if it is the event specified in the Confirmation; deidentification may then continue within the agreed deadlines. An internal SourceX upload or completed processing job alone is not final acceptance. Preparation adds no extra review period. For the Acquisition Partner route, SourceX may rely on the partner’s written receipt and required deidentification-completion confirmations.
SourceX may select or switch between the two approved routes without another Supplier signature. This includes the different providers, task responsibilities, storage and processing locations and instructions already approved for each route in the cover, Confirmation or an attached signed schedule. The change must stay within those permissions and leave the dataset, Fee, Supplier’s contractual obligations, use rights, access limits and deadlines unchanged. SourceX must record the route change, stop duplicate processing and account for existing copies. Changes outside those permissions need the signed approval in Section 2.4. Automation grants no extra data rights or commercial use. Subject to applicable law and Section 9, SourceX is not liable for re-identification merely because deidentification cannot eliminate every possibility of re-identification.
3.2. Data Licenses. Supplier hereby grants to SourceX a non-exclusive (except as described in Section 3.3), transferable and sublicensable license to (a) access, reproduce and evaluate Submitted Data for the pre-Closing Permitted Purpose during the authorized assessment or Review Period under Section 2.1, including making approved deidentified review copies; (b) from Closing, deidentify Licensed Data to transform it into Deidentified Data; and (c) from Closing, use, commercialize and otherwise exploit Deidentified Data for the Permitted Purpose. The post-Closing license is perpetual and irrevocable except under Section 5.3. The one-time Fee under Section 4 covers the license; no further royalties are due. Once that Fee is paid, the license is fully paid up and royalty-free. The Submitted Data license is limited to the authorized assessment or Review Period; declined copies remain subject to Section 2.5.
SourceX may exercise its rights under this Section through affiliates, vendors and licensees within the approved rights and Section 7. Except as expressly set forth in this Agreement or otherwise expressly agreed by both parties in signed writing, no IP Rights of Supplier in Licensed Data are assigned or otherwise transferred to SourceX. Future data, new snapshots, unselected portions and derivatives of unselected review data are not included automatically.
3.3. Exclusive Training Rights. For the duration of the exclusivity term specified in the Confirmation, measured from Closing under Section 2.6 following SourceX’s written selection (Exclusivity Term), Supplier shall not directly or indirectly license, sell or otherwise make available Licensed Data, or any portion or derivative of its snapshot, to any third party for the purposes of training or improving an artificial intelligence model or model weights, except for commitments accepted in the Confirmation. Independently created future data is excluded.
Notwithstanding the foregoing, Supplier retains the right to use, reproduce and process Licensed Data for its own internal business purposes, including training, fine-tuning and improving artificial intelligence models proprietary to Supplier, so long as throughout the Exclusivity Term, Supplier does not offer, market or distribute any such model as a standalone offering, whether on a commercial, open-source or other basis. Expiry of a fixed Exclusivity Term does not end SourceX’s license under Section 3.2, subject to Section 5.3.
3.4. Data Ownership. Supplier keeps ownership of Licensed Data and its IP Rights. SourceX owns Deidentified Data, subject to Supplier’s IP Rights carried within it. This does not remove the restrictions on unselected data or review copies.
4 Supplier Payout and Payment
4.1. Supplier Fee. SourceX owes the exact net payout in the signed Confirmation (Fee) only for data that reaches Closing. A price range, partner asking price or proposed amendment is not a Fee commitment. The Fee covers all approved access, transfer, use and other charges. No extra royalties or costs apply unless the Confirmation says so. Only listed deductions already reflected in the agreed Fee are allowed.
Supplier may invoice after Closing. Unless the signed Confirmation says otherwise, SourceX must pay in U.S. Dollars within 60 calendar days of receiving a valid invoice with the deal, Fee and payment details. Payment is not conditional on the Acquisition Partner or an AI lab paying SourceX. A different arrangement must be signed and state its payment trigger, deadline, nonpayment outcome and effect on license rights. Later partner nonpayment or a proposed price change does not cancel Supplier’s earned Fee.
4.2. Partial Selection and Fee Adjustment. SourceX may close on only part of the Submitted Data without further Supplier approval if the signed Confirmation expressly allows separate selection of that part and states its exact Fee.
Otherwise, Supplier and SourceX will negotiate in good faith to agree on the selected data and a revised Fee. Both parties must sign an amendment before a partial Closing or any commercial licensing or use of that part. Selecting a smaller portion does not automatically reduce the Fee proportionally.
If no amendment is signed by the Closing Deadline, subject to any timely signed extension, the affected unclosed data is deemed declined and no Fee is payable for that data. Fees already earned for data that has reached Closing remain payable.
4.3. If No Deal Closes. Before Closing, SourceX may stop review or decline data without paying a purchase Fee, compensation for a lost opportunity, reimbursement or termination charges solely because the deal fails. Subject to Section 9 and applicable law, Supplier waives claims for reliance losses, expected benefits or lost profits based solely on that outcome. Each party pays its own costs unless the signed Confirmation assigns a specific cost differently. This does not excuse a breach or cancel any Fee or liability already owed.
5 Duration and Ending the Agreement
5.1. Duration. This Agreement starts on the Effective Date and continues until ended under this Section. An expired hold or failed deal does not end the master agreement.
5.2. Ending the Agreement. Either party may end this Agreement for future deals on 30 days’ written notice. Existing signed Confirmations continue under it until Closing, decline or their Closing Deadline unless both parties agree otherwise. Either party may also end the Agreement for a material breach not fixed within 15 days after written notice. That correction period does not extend a hold or Closing Deadline. Affected unclosed data is treated as declined when termination for breach takes effect. Obligations already owed remain due.
5.3. Rights After Termination. Except for the nonpayment right below, termination or expiry for any reason, including SourceX’s material breach, does not affect license rights granted at Closing or SourceX’s permitted use of lawful derivatives, AI models, weights, features or outputs. Once the applicable Fee is paid, the license remains perpetual, irrevocable and fully paid up.
Licenses continue while payment is not yet due. Supplier may end the affected unpaid license only if material nonpayment remains uncured after the notice and correction period in Section 5.2. Ending the license does not cancel any Fee already owed.
Payment obligations, data handling, confidentiality, warranties, indemnity, liability limits, dispute terms and other provisions intended to survive remain in effect. Any agreed exclusivity continues for its stated term. Unselected data remains subject to Section 2.5.
6 Authority and Data Rights
6.1. Each Party’s Promises. Each party represents and warrants that it has authority to sign and perform this Agreement, and doing so does not violate applicable law or obligations owed to anyone else.
6.2. Supplier’s Promises. Supplier represents and warrants that it has the rights and authority to grant these licenses; no pending or threatened claim could prevent it from performing or SourceX from using the Licensed Data or Deidentified Data as agreed; and personal data was collected, processed and transferred lawfully. Supplier has obtained required consents or maintains another lawful basis for collecting, processing and sublicensing personal data to SourceX, and has given all required notices about that collection and use. Except for commitments accepted in the cover or Confirmation, Supplier has not directly or indirectly sold, licensed or made Submitted Data, any part or any derivative available to others for training or improving AI models or model weights. On reasonable written request, Supplier will give reasonably detailed records supporting consent, lawful basis, ownership chain and data origin.
6.3. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7 Confidentiality and Partner Sharing
Each party must keep the other’s Confidential Information confidential and use it only to perform this Agreement or exercise its rights under it. This includes nonpublic data, samples, inventories, Supplier identity, prices, findings, partner identities and information reasonably understood to be confidential.
A party may share information with employees, agents, advisers, contractors and other representatives who need it and are legally bound to protect it on consistent terms. SourceX may share Supplier identity and inventory with approved acquisition partners. Actual data or samples may go only to recipients and within limits approved in the cover or signed Confirmation. Recipients may include the Acquisition Partner, other approved evaluation recipients and their providers. Independent recipients must agree in writing to confidentiality, evaluation-only use, no training, and deletion/retention limits consistent with Sections 2.5 and 3.2. SourceX must require compliance and is responsible to Supplier for approved recipients following those pre-Closing limits. Approved sharing does not need a new Supplier approval each time.
Before Closing, the full dataset may go only to the approved Acquisition Partner and preparation providers for approved evaluation, extraction and deidentification. Other approved evaluation recipients may receive only the approved inventory or samples. Unselected data cannot be used for training, model improvement or commercial purposes. Commercial sublicensing after Closing covers only selected Deidentified Data within Section 3.2.
Legally required disclosure is allowed if, where law permits, the receiving party promptly notifies the other, allows it to challenge disclosure and uses commercially reasonable efforts to limit it. Confidential Information excludes information that becomes public in that form without the recipient’s fault, was lawfully known without restriction, is lawfully received without restriction from an authorized third party, or is independently developed without using the confidential information. Selected Deidentified Data is not Supplier Confidential Information for uses allowed after Closing. Unselected samples and retained review copies remain protected. Confidentiality continues after expiry or termination.
8 Public Announcements
Despite any other term, neither party may publicly disclose the existence of this Agreement or its terms, or use the other’s name or trademarks in promotions, publications or public statements, without prior written permission, unless required by law.
9 Liability Limits
EXCEPT FOR EXCLUDED CLAIMS, (A) NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEE PAID OR PAYABLE BY SOURCEX UNDER THIS AGREEMENT. "EXCLUDED CLAIMS" MEANS (I) SUPPLIER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) AND (II) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.
The exceptions also cover Supplier’s breach of the exclusive hold in Section 2.3 and liability the law does not allow to be limited or excluded. The cap does not reduce a Fee owed at Closing. For an assessment with no Fee paid or payable, the cap is USD $0, subject to those exceptions.
10 Indemnification for Third Party Claims
Supplier will indemnify, defend and hold harmless SourceX and its directors, officers, agents, employees, affiliates, subsidiaries and successors from third-party claims, damages, losses, liabilities, costs and expenses arising from: (a) a claim that Submitted Data infringes third-party IP Rights; or (b) a claim, demand, regulatory investigation, fine or enforcement action by an individual, regulator or other third party relating to Supplier’s collection, processing, storage or transfer of personal data, including alleged privacy-law violations or SourceX’s use as allowed by this Agreement. SourceX will promptly notify Supplier in writing and cooperate at Supplier’s expense. Supplier controls the defense and settlement, but needs SourceX’s prior written consent to settle; consent will not be unreasonably withheld. SourceX may participate at its own expense.
This indemnity does not apply to the extent the claim results from SourceX using data outside the rights granted by this Agreement.
11 Other Terms
11.1. Notices. Send written notices to the postal or email addresses on the cover, or a replacement given by written notice. Hand delivery is effective on delivery; prepaid certified or registered U.S. mail is effective three days after sending. Email is effective when sent if the sender keeps a transmission record and receives no delivery-failure notice. Email after 5 p.m. at the recipient’s location or on a non-Business Day is effective the next Business Day. Closing, issue, release and no-deal notices may be electronic and need no signature from the recipient. Notices do not change commercial terms. Deadlines expire at their stated time without acknowledgment.
11.2. Transferring the Agreement. This Agreement binds and benefits each party’s successors and permitted assignees. Supplier needs SourceX’s prior written permission to transfer the Agreement or its rights or obligations. Supplier may, with notice, transfer the whole Agreement to a successor through a merger, acquisition, reorganization or sale of all or substantially all relevant business or assets. Other attempted transfers are void.
11.3. Independent Parties. Supplier and SourceX are independent contractors. This Agreement creates no partnership, joint venture, cooperation or employment relationship. Supplier is not SourceX’s agent and cannot create obligations on its behalf.
11.4. Governing Law. Delaware’s internal laws govern this Agreement, without applying its conflict-of-law rules.
11.5. Disputes. Disputes about this Agreement that cannot be resolved amicably go to confidential, binding arbitration in Wilmington, Delaware, under JAMS Comprehensive Arbitration Rules. One arbitrator is selected by JAMS and the parties. They must cooperate to select the arbitrator promptly and within seven days after the arbitration demand is filed. The award is final, binding and enforceable in any court with authority.
11.6. Court Orders and Model Removal. Supplier agrees that money damages adequately address any breach or threatened breach by SourceX, and such a breach causes no irreparable harm. Supplier waives any right to argue otherwise. Money damages are Supplier’s exclusive remedy for a breach or threatened breach. Supplier irrevocably waives and will not seek or accept specific performance, an injunction, restraining order, writ of attachment or other equitable or temporary relief against SourceX relating to this Agreement or its subject matter, under contract, tort, statute or otherwise. This includes orders interfering with SourceX’s use of Submitted Data, Licensed Data or Deidentified Data. SourceX, its affiliates and its customers have no obligation to untrain, delete, modify or stop operating an AI model or system.
Section 11.6 applies only as far as the law allows. It does not permit use of unselected data or remove the deletion and retention duties in Section 2.5.
11.7. Invalid Terms. If a court finds a term invalid or unenforceable, limit it only as much as needed so the rest of the Agreement remains effective.
11.8. Complete Agreement and Changes. This Agreement, each signed Confirmation and each signed amendment form the complete agreement for the matters they cover. A Confirmation sets deal-specific commercial terms. To change another master term, it must identify that term and its replacement. An amendment changes only what it expressly lists. Tracker entries, invoices, closing notices and SourceX’s partner contracts do not change Supplier’s approved terms. Both parties must sign material changes. A waiver must be signed by the party giving it and does not waive future rights.
Earlier signed term sheets and licenses stay effective unless a signed Confirmation or amendment expressly replaces them going forward. Payment already owed, claims and protections for retained or unapproved material remain unless an express signed release says otherwise. Earlier drafts are not binding. Use the same deal ID and dataset inventory ID throughout, and record each inventory version. An ID change alone does not add data to the license.
11.9. Electronic Signatures and Copies. The parties may sign separate copies that together form one Agreement. Each is treated as an original. Signed copies sent by email or other electronic means have the same effect as signed originals.
11.10. Reading This Agreement. “Include” and “including” introduce examples, not a complete list. Headings do not control legal interpretation. The English version controls, and all notices must be in English.
Unless a signed record gives a different time and time zone, a calendar-day deadline ends at 11:59 p.m. Pacific Time on its stated final date.