/* CABI's own Drafting Notes, recovered from the Word comments in "MODEL CONTENT LICENCE AGREEMENT FOR AI - Special Terms and General Terms.docx" (base 2025-11-28). The published PDF of the template lost these, because Word comments do not print — yet the General Instructions refer to them. Text is CABI's, quoted verbatim apart from two whitespace artefacts ("theTechnical", a stray " .."). CABI's own spellings are preserved. Leading "DRAFTING NOTE:" labels are stripped; the app supplies that heading itself. */ window.MCL_NOTES = { about: "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.\n\nAny 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.", sections: { rights: "The premise is that the Licensor will always grant the Licensee the Technical Rights.\n\nThe optional additional rights are:\nTraining Rights\nText Output Rights\nAudio-Visual Output Rights\nText Display Rights\nAudio-Visual Display Rights\n\nThe optional purposes for which the rights can be used are:\nCommercial Use or\nNon-Commercial Use.\n\nThe Licensor must select one of those uses for each of the rights granted (except for Technical Rights and Training Rights, which will always be internal use only) and delete the other.", delivery: "Please complete the timeline in which the content will be delivered.\n\nThere are then three variants to choose from. Delete as appropriate. If a different form of delivery will apply, insert that here, and delete all these three variants.", }, fields: { agreementNo: "Give the agreement a document No. for the purposes of recording all AI Licence Agreements entered into.", materialsMode: "There are two variants below. Delete as appropriate and delete the square brackets..\n\nIf the Licensor is going to provide one time access to the licensed materials, and no updates, delete the second and third bullet points and keep the first one.\n\nIf the Licensor is going to provide the licensed materials and updates to them, include the second and third bullet points and delete the first one.\n\nRetain the text which refers to graphics and images at the bottom of this box, whichever variant is choosen.", additionalLimitations: "There are standard limitations on use set out in clause 6 of the General Terms. This allows the Licensor to add additional restrictions that are required because of the specific type of Designated AI Solution or the way in which it works. If there are to be no additional restrictions, then delete the wording: [together with the following additional restrictions….]", amendments: "The default position is that there should not be any amends to the General Terms. If however, the parties agree any amends, then please remove the ‘N/A’ and replace it with the following wording here:\n\nThe Parties agree to amend the following clauses in the General Terms as follows:\nclause X will be considered deleted and replaced with: [INSERT NEW PROVISION].", annexADescription: "Specify in as much detail as possible about the Licensed Materials.\nSpecify too, if there is an additional level of metadata that will be accompanying the Licensed Material.", annexATechSpec: "If there are any particular technical requirements that have been agreed with respect to the Licensed Materials (e.g. the format they will be delivered in, please also specify them here. If there are none, then specifcy ‘N/A’ here.", annexBMode: "There are two variants here to choose from or, depending on the rights granted,\n\nThe first variant is where the Licensor is granting Text Output Rights and/or Text Display Rights and it wants to ensure that even if audio-visual material is included in the Licensed Materials, the Licensee is not permitted to use them, except for any item that the Licensor expressly calls out in Part A above.\n\nThe second variant is where the Licensor is granting Audio-Visual Output Rights or Audio-Visual Display Rights but where the Licensor is calling out that a specific item (e.g. an image) is not permitted to be used.", strategiesLink: "Include link to where Licensor’s strategies are set out, or otherwise refer to a document in which those strategies are set out.", liabilityCap: "The specific exclusions and limitations on liability in this clause 19 are provided as examples and may not be suitable or sufficient for all circumstances. The parties should carefully consider which types of loss, damage or liability should be excluded or limited in the context of their particular transactions, taking into account the nature of the Licensed Materials, the nature of the designated AI solution, the intended use, the potential risks and the parties’ respective bargaining positions and risk tolerances. The parties should also consider any legal or regulatory constraints that may affect the enforceability of such limitations. Independent legal advice is strongly recommended to ensure that these provisions are appropriate and effective in the relevant context.", piInsurance: "The minimum insurance amounts specified in this clause are for illustrative purposes only and reflect the type of personal data included in the Licensed Materials (which is minimal and publicly available in any event). The Parties should carefully consider and agree the scope and level of insurance cover required, taking into account the value of the Licensed Materials, the nature and intended use of the designated AI solution, the potential risks and liabilities under the agreement and the risk profile and circumstances of each Party. Independent advice from an insurance broker or legal advisor is recommended to ensure that the insurance arrangements are adequate and proportionate for the particular transaction.", governingLaw: "The governing law and jurisdiction provisions in this template have been drafted on the basis of English law and English jurisdiction. These provisions and the basis of drafting of the template (based on English law and jurisdiction) may not be appropriate or enforceable in all circumstances, particularly where the Parties, the subject matter or the performance of the agreement has a material connection with another jurisdiction. The Parties should carefully consider and agree the most suitable governing law and jurisdiction clauses for their particular transaction, taking into account the location of the Parties, the Licensed Materials, the designated AI solution and any relevant legal or regulatory requirements. Independent legal advise should be sought as regards the appropriate choice of law or jurisdiction.", } };