CAB International · Gates Foundation & FCDO · GAIA
A licence that lets AI learn from your content — without giving the content away.
The Model Content Licence (MCL) is a free, reusable contract template for publishers and other content owners who want to license material for AI model development, while keeping the original work out of circulation. This site explains how it works and helps you turn the template into a completed draft agreement.
This document is made available as a template content licence agreement for use in connection with the licensing of content (by the Licensor) for use in connection with AI models (by the Licensee). It has been drafted, with governing law, being the law of England and Wales. This document is intended for general guidance only and does not constitute legal advice. This template has not been drafted to address the specific requirements, intentions or circumstances of any particular party, transaction or project.
Any party intending to use or rely on this template should undertake its own review and seek independent legal advice to ensure that the agreement is appropriate and adequate in light of the nature of the proposed AI model, the characteristics of the content to be licensed, the intended use and the respective risk profiles and commercial objectives of the parties involved and the proposed laws which are to govern the agreement. The parties are responsible for ensuring that all relevant legal, regulatory and commercial considerations are addressed before entering into any binding agreement based on or derived from this template.
Why it exists
Copyright law in most countries has not yet settled how protected works may be used to train AI systems, and litigation on the question is active in several jurisdictions. In that gap, a negotiated contract is the most reliable way for a content owner to permit AI use on terms it controls, and for an AI developer to obtain training data whose provenance it can demonstrate.
The MCL was developed by CABI with Keystone Law under a project funded by the Gates Foundation and the UK Foreign, Commonwealth & Development Office (FCDO), examining the use of generative AI in agricultural advisory services. It builds on lessons from the Digital Green pilot and is intended to be adaptable across different legal and regulatory contexts.
What it allows, and what it does not
Permitted
- Training and fine-tuning one specific, named AI system
- Generating outputs influenced by the licensed content
- Deploying those outputs for an approved commercial or non-commercial purpose
Not permitted
- Reuse in any other AI system or model
- Outputs that reproduce the source in full, or substantially, or that compete with it
- Resale or redistribution of the original materials
The four rights, granted separately
The central design idea is that "using content for AI" is not one permission but four. A licensor grants only the layers it wants to grant, and each can carry a different commercial condition.
Technical Rights
Prepare & integrate
- Cleaning, structuring, annotation
- Secure ingestion into AI systems
- No training, no outputs
Training Rights
Learn from the content
- Train, fine-tune, validate models
- Improve performance and accuracy
- No direct outputs or display
Output Rights
Generate new material
- AI-generated text or audio-visual outputs
- Non-substitutive, non-extractive
- Tied to the approved purpose
Display Rights
Show limited extracts
- Non-substantial excerpts only
- Original, unaltered form
- Attribution required where feasible
How the document is put together
Special Terms
The negotiated part: who the parties are, what content is covered, which of the four rights are granted, for how long, at what price. Eleven numbered rows plus a signature block. This is what you fill in here.
Annex 1
Part A describes the licensed materials and the technical specification they must meet. Part B records anything carved out — by default, all audio-visual material.
General Terms
Thirty-four clauses of standing machinery: definitions, security, attribution, reporting, sublicensing, audit, IP, indemnities, liability, data protection, termination. Largely fixed, with four negotiated numbers and a governing-law choice.
CABI's drafting notes are built in
The template's General Instructions promise "Drafting Notes" at various points, but they are absent from the published PDF — they exist as Word comments, and Word comments do not print. All fourteen have been recovered from CABI's source document and appear beside the field each one relates to, marked as CABI's guidance rather than this app's.
Why it matters
- Protects creators and publishers — the licensor keeps ownership, sets the purpose, and can audit, suspend or terminate.
- Enables lawful, high-quality training data — the developer gets content with clear provenance rather than scraped material of uncertain status.
- Builds trust, traceability and accountability — monthly analytics reporting, attribution obligations and security standards are written into the contract.
- Addresses a gap in open licences — CC-BY and similar licences were not designed for AI training at scale; CABI is working with Creative Commons on this question, including the emerging SIGNALS framework.
Known issues in the source template
These are defects in the underlying Word/PDF template that CABI may wish to correct. They are reproduced faithfully in the document this app generates, except where noted.
- Resolved by CABI. Clause 15.1 opened "Subject to clause Error! Reference source not found." in the published PDF. CABI's current source document removes that opening altogether, and this app follows it.
- New in CABI's current source document. The definition of Delivery Method cross-references "row 8" of the Special Terms, but Delivery Method is row 7 — as the table itself and clause 7.1 both confirm. This app keeps row 7.
- Clause 2.1 defines Purpose as a single value for the whole agreement, while row 5 lets each right be granted on its own commercial terms. CABI's drafting note for row 5 confirms the intent — "the Licensor must select one of those uses for each of the rights granted" — and the definition of Rights already says "for the particular Purpose only, as each is set out in row 5". By default this app uses an amended per-right definition and discloses the change in row 11; CABI's published wording remains selectable.
- Clause 23.1.5 lists clauses 19 and 21 twice in the survival list. Still present.
- Clause 23.2.1 refers to final reports "under clause 9"; the reporting obligation is at clause 10. Still present.
- Clause 25 uses "Event of Force Majeure" where the defined term is "Force Majeure Event". Still present.