Confidentiality and Third-Party Sharing

2025-02-21 12:49 UTC gpt-4o-mini Open in ChatGPT ↗

This is a section of a contract:

Notwithstanding anything to the contrary in the foregoing, ULC warrants and represents that: any Client Materials and the Work shall be treated as confidential and/or proprietary to Client and shall not be shared with or used or accessed by any third party (including for training any AI models or tools outside of the services hereunder for use by a third party or shared generally with the public or indicated as open source) without Client’s prior written authorization; and ULC shall be responsible for the performance of any vendor or subcontractor engaged by ULC for use as part of the services and/or development of the Work supplied by ULC hereunder.

We need to reword the bit where it says: “(including for training any AI models or tools outside of the services hereunder for use by a third party or shared generally with the public or indicated as open source)”

Because we need to have something in here about the fact that “we are allowed to share materials with select/trusted third parties/platforms (eg.Huggingface Pro) in order to successfully execute the machine learning aspect of the project.

Here’s a revised version of that section to reflect the need for sharing materials with select or trusted third parties for the purpose of executing the machine learning aspect of the project:

Notwithstanding anything to the contrary in the foregoing, ULC warrants and represents that: any Client Materials and the Work shall be treated as confidential and/or proprietary to Client and shall not be shared with or used or accessed by any third party (except as necessary for executing the machine learning aspect of the project with select and trusted third parties or platforms, such as Huggingface Pro, and only to the extent necessary for the performance of the services hereunder) without Client’s prior written authorization; and ULC shall be responsible for the performance of any vendor or subcontractor engaged by ULC for use as part of the services and/or development of the Work supplied by ULC hereunder.

This version maintains the confidentiality requirements while acknowledging that certain third parties or platforms may be involved in the machine learning aspect of the project. You can adjust the example (Huggingface Pro) to include any specific platforms you’re working with.