AIW is a closed-source studio. This document states who owns what when a system is delivered, and what each party may do with it. It forms part of every Engagement and is referenced by §8 of the General Terms of Engagement.
1. Three Layers Of Rights
Every AIW Deliverable contains three distinct layers. They are owned differently, and the distinction is deliberate.
Layer 1 — Client Material. The Client's data, documents, content, brand, trade secrets, business logic, and pre-existing intellectual property. Owned by the Client, before, during, and after the Engagement. AIW receives only the licence needed to perform the Engagement.
Layer 2 — Client-Specific Work. The configuration, application code, interfaces, integrations, prompts, workflows, evaluation sets, and documentation written specifically for the Client's system and of no reusable value beyond it. Transferred to the Client on full payment, as set out in §3.
Layer 3 — AIW Framework IP. The reusable substrate: architecture patterns, agent scaffolding, orchestration logic, prompt engineering methods, guardrail design, retrieval patterns, internal libraries, tooling, templates, benchmarks, and know-how. Owned by AIW, always. Licensed to the Client, never transferred.
2. AIW Framework IP
2.1 AIW Framework IP includes what AIW brings to the Engagement and what AIW develops during it that is generic, reusable, or derived from its methods.
2.2 AIW is free to reuse Framework IP for other clients, including clients in the Client's sector or in competition with the Client, provided no Client Material and no Client Confidential Information is carried across.
2.3 Nothing in an Engagement restricts AIW's right to develop, use, or commercialise Framework IP, or to apply the skill, experience, and general knowledge its personnel gain.
2.4 No source code, model weight, prompt library, or architectural documentation constituting Framework IP is disclosed except where the Engagement expressly provides for escrow or handover under §5.
3. Transfer Of Client-Specific Work
3.1 On receipt of full payment for the relevant milestone, AIW transfers to the Client all transferable intellectual property rights in Layer 2 for that milestone, worldwide, in perpetuity.
3.2 Transfer covers copyright in the client-specific code, documentation, and written configuration, and any database rights created in the Client's own datasets.
3.3 AIW waives, to the extent permitted by Dutch law, its right to object to modification of the transferred work, and retains only the right to be identified as its creator where identification is customary.
3.4 Before full payment, the Client holds a non-exclusive, non-transferable, revocable licence to use the Deliverable for evaluation and internal testing only. Production use before payment constitutes acceptance under §5.2 of the General Terms of Engagement and does not advance the transfer.
3.5 Retention of title: AIW expressly reserves all rights, including under Article 3:92 of the Dutch Civil Code, until payment in full.
4. Licence To Framework IP
4.1 On full payment, AIW grants the Client a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable licence to use the AIW Framework IP embedded in the Deliverable, solely as part of that Deliverable and solely for the Client's internal business purposes.
4.2 The licence extends to the Client's group companies and to contractors operating the Deliverable on the Client's behalf under equivalent confidentiality terms.
4.3 The licence does not permit the Client to: extract, isolate, or repackage Framework IP; use it in another system; sublicense, resell, or offer it as a service to third parties; reverse engineer it beyond what mandatory law permits for interoperability; or use it to train a machine learning model or to build a competing product.
4.4 Where the Engagement contemplates the Client commercialising the Deliverable to third parties, an extended commercial licence is agreed separately, in writing, with its own fee.
4.5 The licence terminates on material breach of §4.3 that is not cured within 14 days of written notice.
5. Source Code, Handover, And Escrow
5.1 The default position of a closed-source studio: the Client receives running systems, documentation, and its client-specific code, not AIW's framework source.
5.2 Full source handover of Layer 2, including repository access and deployment documentation, is included where the statement of work says so, and otherwise available as a priced option.
5.3 Framework IP source is not handed over. Continuity is addressed by escrow: on request, AIW will deposit Framework IP source relevant to the Deliverable with an independent escrow agent, releasable on defined events such as AIW's insolvency or sustained failure to perform. Escrow costs are borne by the Client.
5.4 On termination, AIW provides the Client with its data, its client-specific code where owned under §3, credentials for its own accounts, and documentation sufficient for another competent party to operate the system.
6. Third-Party And Open-Source Components
6.1 Deliverables may incorporate third-party software, libraries, APIs, models, and open-source components, each governed by its own licence. Those licences prevail over this document in respect of those components.
6.2 AIW provides on request a list of third-party and open-source components incorporated in a Deliverable, with their licences.
6.3 AIW will not knowingly incorporate a copyleft component in a way that would impose disclosure obligations on the Client's proprietary code, and will flag any exception for the Client's decision before it is introduced.
6.4 Third-party licence fees, subscriptions, and API consumption are the Client's responsibility and are not included in AIW's fees unless stated.
7. Model Weights And Providers
7.1 AIW does not own the foundation models it uses. Rights in those models remain with the Model Provider, and the Client's use is subject to the Provider's terms, which AIW identifies in the documentation.
7.2 Fine-tunes and adapters trained exclusively on Client Material are treated as Layer 2 and transfer under §3, to the extent the Model Provider's terms permit. Where the Provider's terms restrict transfer, AIW grants the widest licence available to it.
7.3 AIW does not submit Client Material to a Model Provider for training and configures no-training options where offered.
8. Output
8.1 Output generated at runtime by a Deliverable belongs to the Client as between the Client and AIW, and AIW claims no right in it.
8.2 AIW gives no warranty that Output is original, non-infringing, or free of third-party rights. The legal status of AI-generated material varies by jurisdiction and by the material's nature, and copyright may not subsist in it at all.
8.3 The Client is responsible for reviewing Output before publication, distribution, or reliance, and for clearing rights where Output resembles existing protected material.
8.4 Model Providers may assert their own positions on Output and may offer their own indemnities. AIW passes through the benefit of any such indemnity where it is permitted to and where the Client meets the conditions attached to it.
9. Brand And Marks
9.1 "Agents In White", "AIW", the AIW word mark, and the studio's visual identity remain AIW's exclusive property. No licence to use them is granted, other than to state factually that AIW built the system.
9.2 The Client's marks remain the Client's. AIW uses them only as instructed for the purpose of the Engagement and removes them on termination.
9.3 Attribution in a Deliverable's interface or documentation is agreed in the statement of work. AIW does not require visible attribution in client-facing interfaces.
10. Confidentiality Of Architecture
Architecture, prompts, guardrail design, evaluation methods, and security arrangements of a Deliverable are confidential information of both parties. Neither party discloses them publicly, in marketing, in conference material, or to a third party without the other's written consent.
11. Infringement
11.1 AIW's indemnity for third-party intellectual property claims, and its limits, are set out in §14.2 of the General Terms of Engagement.
11.2 Each party notifies the other promptly of any claim, suspected infringement, or unauthorised use of the other's intellectual property that comes to its attention.
12. Survival, Law, And Forum
The provisions of this document survive termination of the Engagement. Dutch law governs it, and disputes go exclusively to the Rechtbank Den Haag, Netherlands.