Sole-Source IP Grant
Exclusive licensee structure for model outputs or co-developed features
A model developer and a deployer enter a co-development arrangement where the resulting model, fine-tune, or feature is granted under an exclusive or sole-source license. The pattern shows up in three sub-shapes: (1) full-stack exclusive (one customer gets the only commercial right to deploy the model — rare, expensive, and frequently M&A-adjacent); (2) vertical-exclusive (exclusive deployment rights in a defined vertical such as healthcare, defense, or financial services); (3) region-exclusive (exclusive distribution rights in a geography). Microsoft's pre-2024 exclusive on GPT-4-class models in the Azure OpenAI Service is the most-cited recent example; Cohere's defense-focused arrangements with Palantir illustrate the vertical-exclusive sub-shape.
Hypothetical, illustrative. Not actual deal terms. Practitioners should not use these clauses verbatim; they illustrate structure and what to negotiate.
The intuitive moves that alliance research has documented as predictably failing for this pattern. Each one comes with a mitigation that addresses the underlying mechanism, not just the symptom.
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No partnerships tagged with this pattern yet. As the corpus matures, public-source partnerships that exhibit this pattern's structural moves will appear here, each scored on which kill-list moves are visible in their public terms.
Litigation and regulatory actions a thoughtful counsel reasons against when negotiating a deal in this structural shape. Cited for orientation, not for legal advice.
The primary-source research this pattern is grounded in.