AI Content Licensing Agreements: Retrieval and Training Rights

A publisher can let a search engine index its articles and get readers back in return. If the AI answers the question directly, the reader may never reach the publisher's site.

CZ & Friends is GC AI's podcast where legal and business leaders discuss scaling companies, leading teams, and putting AI to work. Host Cecilia Ziniti, GC AI's co-founder and CEO and a three-time general counsel, explored the publisher's problem with Doug Leeds, former CEO of Ask and IAC Publishing.

Leeds described Really Simple Licensing (RSL), an initiative that lets publishers state terms for AI use of their content. He explained how AI changes that exchange:

That is blown up by AI, because they take the content, and they don’t give the traffic back

Ask your Engineering team how it plans to use the articles. Check those uses against the AI content licensing agreement, including its schedules and improvement terms.

GC AI is turnkey legal AI software purpose-built for in-house counsel. More than 2,100 legal teams use it at companies including TIME, Lockheed Martin, Snyk, Gusto, and Vercel.

Give GC AI your Engineering team’s plan, the license, and the limits your company has set. Ask it to draft a rights schedule and proposed redline. Check the cited clauses and changes, then tell Partnerships and Engineering which uses can proceed, which need different terms, and which should stay outside the pilot.

What Should an AI Content Licensing Agreement Cover?

The content: List the articles and versions, and specify whether the license includes photographs, charts, and metadata.

The uses: Identify whether the company will train a model, search the articles, show excerpts, or let customers download content.

The limits: Name the authorized users and model providers. Set the term, attribution requirements, and rules for retained material after the pilot ends.

Ask Engineering to map how content moves through the product. Check the license against these steps, and resolve gaps through permission or another valid legal basis:

Processing: Copies made when importing articles, dividing them into passages, creating embeddings (numerical representations used for search), and building an index.

Retrieval and display: Passages sent to the model provider, excerpts shown to users, source credits and links, and downloads.

Reuse and exit: Logs, feedback, training, and product improvement. Specify how the system handles corrections, withdrawn articles, and retained copies.

Example: A Joint AI Search Pilot

Take this example: your company and a publisher want to test an AI search product for 60 days using 200 articles. Each company will choose 10 employees for the pilot. Engineering plans to index the articles, send relevant passages to a model provider, generate answers, and display short excerpts with source credits.

The draft allows the company to use the articles only to “evaluate the Joint Product.”

Your company supplies the application and model API account. Engineering also wants customer previews, downloadable answers, and logs for product improvement. The pilot excludes those uses.

Does the License Cover Each Planned Use?

Read the license grant and incorporated terms together. The license may allow “evaluation” without saying how the company can use the articles. Improvement or feedback clauses may also allow reuse beyond the pilot.

What the Pilot's Draft License Allows

Evaluation grant: Partner grants Company a nonexclusive right to use the Content solely to evaluate the Joint Product during the Pilot Term.

Improvement clause: Company may use information generated through the Pilot to improve its products and services.

The evaluation grant doesn't clearly say whether the company may copy or index the articles, send them to a provider, generate answers, or display excerpts.

The improvement clause could cover article text in logs and answers. Revise both clauses to match the agreed pilot scope.

Record the gaps and required changes in a rights schedule:

Check the model provider's API terms and data controls against the retention and training limits promised to the publisher. Resolve any mismatch before sending it passages.

Who Can License the Content and Own the Resulting Assets?

Check whether the publisher can license every item in the collection. Its rights to freelance photographs, wire-service charts, or contributed articles may not cover sublicensing for AI use.

Under 17 U.S.C. § 106, copyright owners control reproduction, public distribution, and public display, subject to statutory limits and exceptions. Review how those rights apply to the copies, excerpts, and downloads the product will create.

The U.S. Copyright Office's January 2025 announcement says AI output needs sufficient human expressive authorship to qualify for copyright. A contract can allocate existing rights, but it cannot create copyright protection.

Clearing Rights in the Pilot's Articles

Ask the publisher for evidence that it can authorize the planned use of each item. Get any missing permission or remove that item from the collection. A representation can allocate risk, but counsel should resolve known rights gaps before approving the content.

Address these groups of assets:

Background assets: The publisher's articles and each party's existing software, models, documentation, and branding.

Pilot materials: Parsed copies, indexes, embeddings, configurations, and other agreed work created for the pilot.

Answers and feedback: Generated answers, displayed excerpts, user feedback, and any allowed analytics.

For each category, state who owns any rights, who may use the material, and which rights survive termination.

Turning the Draft Into a Rights Schedule

At Snyk, Alexis Palmer used GC AI to extract and summarize termination provisions scattered through a large enterprise agreement for the accounting team.

It doesn't replace the human element of risk assessment, it just gives me the time to focus on that part.

For this licensing pilot, give GC AI the agreement, rights evidence, Engineering's plan, and your company's approved limits. Ask it to pull together the relevant clauses and identify gaps in permission, using a prompt like this.

Example Prompt

Review the draft license and incorporated terms against the article inventory, rights evidence, and Engineering's plan. Use the company's approved limits on training, retention, and access. Ask me for any missing limits. For each use, cite the relevant clauses, flag missing or unclear permission, and note any conflict with those limits. Draft a rights schedule and proposed redline for my review. Exclude training, customer access, downloads, and reuse for product improvement. List unresolved rights questions.

Once GC AI has drafted the rights schedule, check the clauses behind its findings. Its Exact Quote feature opens the source document and highlights the cited words, so you can read them in context.

For this pilot, check whether “Content,” “information generated,” and “improve” cover article text in logs or answers.

If a proposed use raises a copyright question, use GC AI's Research feature to find relevant statutes, cases, and other legal sources. Check those sources before deciding which changes to request.

Open the Word draft in Easy Edit, GC AI's browser-based document editor. Ask GC AI to revise the clauses you've identified, then compare its suggestions with the original wording. You can edit or dismiss a suggestion, or apply it as a tracked change, before sending the redline to the publisher.

For this pilot, the sample clause below replaces the broad evaluation language with specific permissions and exclusions.

Sample License Clause

Subject to Schedule A, Partner grants Company a nonexclusive license during the 60-day Pilot Term to copy, parse, embed, index, and retrieve only the approved publisher articles identified in Schedule A. Company may exercise these rights solely to operate the joint pilot for the named employees of both parties. Company may use retrieved passages as model input to generate answers for those users and display attributed excerpts, subject to the output and excerpt limits in Schedule A. Access by the listed model provider and other service providers is limited to those operations and the restrictions in Schedule A. This grant excludes model training, use for other products, customer distribution, and user downloads or exports of those articles, excerpts, or answer bundles.

Schedule A should list the articles, users, providers, output and excerpt limits, and permitted logs. Set deadlines for removing content and handling retained material when the pilot ends, and assign an owner for each step.

Cover provider-held copies, earlier answers, legally required retention, and access to retained material. Amend the improvement clause to keep reuse of content, logs, and answers within the agreed purposes.

From Signed Schedule to Launch

Partnerships collects rights evidence for every item in the pilot and removes anything the publisher cannot clear. Legal approves the collection and scope. Hold import until those checks are complete and both parties have signed the agreement and Schedule A.

Before launch, ask Engineering to demonstrate the controls in the signed agreement. Confirm that only authorized users can see excerpts, withdrawn articles leave the index, and retained copies and earlier answers receive the agreed treatment. Resolve any control gaps with Legal.

Get Legal's approval again if the articles, provider, users, or uses change.

Bring a draft license and Engineering's planned uses to a GC AI demo. Work through the permission gaps and see how to prepare a rights schedule for Legal's review.