IP Ownership Clauses for Fine-Tuned Models

The commercial schedule said all intellectual property created under the contract shall vest in the President of India. The vendor initialled it. Six months later they refused to export the LoRA because weights are not a work and the base model is licensed, not assigned. Legal had used a clause that wins on furniture designs and loses on adapters.

Indian law still has no special AI-ownership statute. The Digital Personal Data Protection Act, 2023 allocates privacy duties. It does not hand you model IP. The Copyright Act, 1957 can protect original literary works, including software, and allows assignment in writing. Model weights sit awkwardly in that frame. Courts have not given buyers a clean, AI-specific rule. Until they do, the contract is the law of the project — if it names the objects.

This guide is the tender-clause companion to the earlier explainer on who owns a fine-tuned model. Same doctrine, more paper. It is not legal advice.

Name the objects or you have named nothing

Split the schedule: (1) your documents, prompts, traces and official records; (2) evaluation sets and gold answers; (3) project-specific adapters, LoRAs, tokenisers and fine-tunes; (4) vendor platform code; (5) base-model weights and their upstream licence; (6) tools and connectors built for your MIS.

Vesting language that says all IP without that split will be read by the vendor as all IP that we agree is IP, excluding our secret sauce and the model. You will argue metaphysics at exit. Argue nouns now.

Clause posture by object.

Object	Buyer posture	Minimum paper
Your files, prompts, traces	You reserve; no vendor ownership story	Express reservation; no training/improvement rights
Eval sets / gold answers	Assignment to the institution on creation	No reuse; no leaderboard; export
Project adapters / fine-tunes	Assignment, or a surviving licence that loads without their platform	Format named; restore test; reuse ban
Platform code	Licence to run, copy for DR, and migrate for a wind-down	Escrow optional; see companion piece
Base model	A licence you can keep using after exit	No phone-home licence server
Connectors to your MIS	Assignment or escrow plus documented API	Or you will rebuild them anyway — price that

Assignment mechanics that survive a sceptic

If you want assignment, say it happens on creation, not on request, in writing, for the territory and term you need, with a moral-rights waiver to the extent Indian law allows for the relevant work. Then still demand the export. An assignment of a file you cannot load is a poem.

If the vendor will only licence the adapter, the licence must survive termination, allow a successor contractor, allow a change of base model without a ransom, and include the documented format. Most licences fail two of those. Read them as if the startup has already been acquired.

Ban reuse of your adapter and eval set for other customers. A vendor who will not sign the ban is telling you the fine-tune is their product improvement. Stop sending them your plant logs.

Open weights are not an assignment

An open-weight licence decides what you may do with the base. It does not decide who owns the adapter you paid to build on your records. Some licences also constrain combined works. Counsel should read the upstream licence before you assume you can take the fine-tune to another vendor or publish a campus paper.

Do not write open-source model, therefore department owns everything. That sentence is how a file looks naïve.

Hook ownership to money

Make the loadable export a milestone. Withhold the last implementation tranche until the adapter (if any) and the eval set load on department hardware without the vendor's loader. If withholding is impossible, take a bank guarantee against a successful restore. Do not pay extra for IP as a vague line. Pay for the artefact and the drill.

Objections you will hear — and what to do with them

These are the lines that stall the file. Answer them in the room, then put the answer in the note. A spoken answer without paper will be forgotten by the next officer.

Investor IP policy forbids assignment of any weights.

Then they cannot fine-tune on your records, or they can fine-tune on your hardware under your account. They do not get both the data and the adapter.

DPDP compliance means we already own the outputs.

No. DPDP is not an IP statute. Do not write that in the file.

We will decide ownership if we ever fine-tune.

If the contract is silent, you have decided. Decide now. Fine-tunes start as a small experiment and end as the product.

[Escrow](/blog/source-code-escrow-for-ai-does-it-help) will handle it.

Escrow without a loadable format is a vault. Demand the format and the drill even if you also escrow.

Get the IP schedule into the bid, not the kickoff

1. Split the six objects in a one-page schedule.
2. Choose assignment versus surviving licence for adapters, with a reuse ban either way.
3. Name the export format and the restore milestone.
4. Send to counsel with the Copyright Act assignment formalities in mind; do not rely on a privacy clause.
5. Publish the schedule with the bid so bidders price it.

How this shows up in the file

Subject: Intellectual-property schedule for adapters, evals and prompts.

DPDP is not relied upon to assign ownership. The attached schedule names objects, assignment or licence posture, reuse bans, export format and a restore milestone tied to payment. Upstream open-weight licences will be listed and read before any fine-tune starts. This note is not legal advice.

Work-for-hire language is not a shortcut

Some drafts say the adapter is a work made for hire. Indian copyright doctrine is not a photocopy of US work-for-hire. Counsel should decide whether you need a written assignment under the Copyright Act rather than an imported phrase. The file should not pretend a US template has done the job.

Even a perfect assignment fails if the format will not load. Keep the restore milestone. An officer who only fights the vesting sentence and forgets the ZIP will still pay twice, just with better letterhead.

List upstream licences in an annexure before any fine-tune starts. If a base-model licence forbids the assignment you want, you have a procurement problem now, not a lawsuit later. Change the base or change the posture. Do not discover the conflict in the exit week.

This article is a field guide for Indian public buyers, not legal, procurement, financial or audit advice. Confirm every citation against the live GFR compilation on doe.gov.in, the relevant DoE procurement manual, GeM terms, CVC guidance, the Copyright Act, DPDP text and your own counsel before a sentence enters a tender file.

How to put this in the RFP, not the preamble

A P2 Procurement who searches “IP ownership AI contract” is usually drafting or scoring a bid. “IP Ownership Clauses for Fine-Tuned Models” belongs in eligibility, the evaluation matrix, or a numbered annexure. If it only lives in the covering note, L1 will ignore it.

There is still no statute that says the ministry owns the adapter. DPDP will not do that job. Assignment, licence survival and a loadable export will. QCBS weights are a choice you must publish before opening. Accuracy is a task plus a dataset, not a slogan. SLAs for agents must name tool-calls, human gates and log export — uptime alone is a hosting metric.

Do not let a vendor write the specification and then bid on it. Record unsolicited proposals. Pay for pilots that touch personal data. Write exit before you write go-live.

1. Move the control from the preamble into a scored or eligibility row.
2. Attach a one-page definition (accuracy, SLA, language, data handling).
3. Require an artefact in the technical bid, not a slide.
4. Extend the bid date if a corrigendum is material.
5. Minute the demo on your data, offline if you claimed air-gap.

Close this loop before the next CAB

Put “IP Ownership Clauses for Fine-Tuned Models” on the next change-advisory or bid-opening agenda as a single line item with an owner. If it cannot earn a line item, it will not earn a control. The owner should be a P2 Procurement, not “the vendor.”

Revisit the item when the model, the GeM term, the region, or the SI changes. “IP ownership AI contract” is not a one-time workshop. It is a watch item. Date the last check. Unsigned watch items are souvenirs.

What the next noting must contain

“IP Ownership Clauses for Fine-Tuned Models” belongs in a file, not only in a search result. A P2 Procurement should be able to point at one artefact that proves “IP ownership AI contract”: a packet capture, a processing schedule, a scored evaluation row, a dated notice, or a refusal rule. If the only evidence is a slide, you have a heading.

There is still no statute that says the ministry owns the adapter. DPDP will not do that job. Assignment, licence survival and a loadable export will. DPDP 2023 does not define sovereign AI and does not write a blanket localisation rule for every model hop. CERT-In’s 28 April 2022 directions still set specified incident clocks and 180-day log retention in India for in-scope events. The November 2025 AI governance text is guidance, not a statute. A Proprietary Article Certificate, when it is lawful, lives in GFR Rule 166 — not Rule 161.

Write three dated sentences under C5 AI Tenders: what was decided, which designation owns it after the next posting order, and when it will be re-checked. Unsigned sentences are souvenirs. Dated sentences are controls.

• Name the designation that owns “IP ownership AI contract”, plus a deputy.
• Attach one artefact a stranger can open next year.
• Name the instrument you are actually using — Act, direction, GFR clause, GeM term, or guideline paragraph.
• Leave unsourced percentages, GMV slides and house forecasts out of the noting.
• Revisit when the model, the SI, the notice, the region or the posting changes.