ULC Tools IP Ownership

2025-05-19 10:49 UTC gpt-4o Open in ChatGPT ↗

The following is a clause from a project contract:

All algorithms, source code, and code logic, and any other materials produced and/or used by Uncharted Limbo Collective Ltd (“ULC” or “Supplier”) in the general conduct of ULC’s services, including as part of this project (“ULC Tools”) and any custom processes and methodologies shall remain the sole property of ULC both during and after project completion, subject to Paragraph 4 below. ULC retains all intellectual property rights to and in the ULC Tools.

The interactive LLM system (journalists.tree-correspondents.com) developed specifically for jurys and invite only demonstration purposes, is to be considered a ULC Tool. Agency or Client has unlimited license to the use of this tool and should request the use of this platform for specific dates, durations and audiences. Upon agreement of the intended specific purpose and associated deployment costs the interactive system will be made available for the agreed time period.

For the sake of clarity, ULC Tools shall not include or rely on any Client-supplied information and materials, or any data collected or created for Client under this agreement, which shall be collectively referred to herein as “Client Materials”, or any Work (as described in Paragraph 2 below of these Project-Specific Terms).

This clause outlines the ownership and usage rights regarding intellectual property (IP) in a project between Uncharted Limbo Collective Ltd (ULC) and a client. Here’s a plain-language breakdown and key implications:

Plain-Language Summary

1. Ownership of ULC Tools

ULC retains all ownership of:
- Algorithms
- Source code
- Code logic
- Methodologies
- Any other materials ULC created or uses in its work (not just this project)
These are collectively referred to as “ULC Tools”, and ULC owns them permanently, even after the project ends.

2. Special Case: Interactive LLM System

The LLM system at journalists.tree-correspondents.com is a ULC Tool.
Client/Agency gets an unlimited license to use this system — but must request access for specific use cases (e.g., dates, durations, audience).
Access is granted upon agreement on use and deployment costs.

3. Client Materials & Work

ULC Tools do not include:
- Anything provided by the client (e.g., data, content, brand assets)
- Anything made specifically for the client under this project (defined as “Work” in Paragraph 2)

So, Client owns their own materials and the specific output created for them, but ULC owns all underlying tools and technology.

Key Implications for the Client

No ownership of the platform/code: You don’t own the actual LLM system or any tools used to create it.
You do own project deliverables: Anything custom-created for you (defined as “Work”) and your supplied materials are yours.
Access, not possession: You get to use the LLM system when agreed upon, but ULC controls when/how it’s available.
Reusability limitation: You cannot take the LLM code and run it yourself or repurpose ULC’s tools without their ongoing involvement.

Recommendations

If you’re the client or representing the client:

Clarify what’s included in “Work” (see Paragraph 2).
Negotiate deployment terms early if ongoing or flexible access to the LLM tool is important.
Consider requesting source code escrow or other safeguards if long-term availability is critical.

Would you like help reviewing Paragraph 2 or drafting questions/edits to propose back to ULC?