Does my NDA let me license data to AI?
The short answer
It turns on your NDA's own text: its permitted use, its definition of confidential information and its term. The Defend Trade Secrets Act reaches disclosure by someone who knew the secret was acquired under a duty of secrecy. Ask counsel to read each NDA against the deal.
Email and chat archives hold other companies' information. FKKS, a law firm, says that content is "often covered by NDAs."
What do I read in the NDA?
Read three parts:
- Definition of confidential information. It says what the NDA covers, and whether a thread with a partner falls inside it.
- Permitted-use clause. It says what you may do with the information.
- Term and survival clause. It says whether the duty continues after the relationship ends.
Those three parts decide the question. A lawyer who has read all your NDAs can sort the archive into what is covered and what is not.
What does trade-secret law add?
The Defend Trade Secrets Act defines misappropriation to include disclosure or use by a person who knew, or had reason to know, that their knowledge of the secret was "acquired under circumstances giving rise to a duty to maintain the secrecy of the trade secret or limit the use of the trade secret" (18 U.S.C. 1839(5)(B)(ii)(II)).
A partner whose secret sits in your mailbox is the kind of party that statute protects. I found no reported case where that happened to a seller of its own archive.
Did a partner object to the Spirit Airlines data sale?
In the Spirit Airlines bankruptcy, Springshot argued that part of the archive was data generated by its software. It said its contract covered that data.
International Aero Engines pointed to confidentiality agreements. It said its proprietary information must be excluded. The Next Web reported both.
That was a court sale, which gave partners a place to object.
Does anonymizing fix NDA limits?
A micro1 referral partner said in a micro1 video that anonymization and the licensing agreement let almost any company take part (self-reported, about 13:46). Anonymization targets personal data. An NDA covers the confidential information its own text defines. Whether stripped content falls outside the NDA is a question for counsel. The video describes no contract term, so nothing shows what the licensing agreement protects against.
What do law firms recommend?
FKKS recommends excluding customer or partner confidential data from a licensing deal. It also recommends reviewing customer, partner, vendor and platform terms before any offer.
Sidley says a data provider should offer representations that it has sufficient rights to license the dataset. It also says to offer indemnification for third-party claims. An NDA that covers part of the archive makes that promise hard to keep.
Talk to a commercial lawyer in your state before you sign. See also who owns company emails and our rights check, which starts with a contract index.
Apply to micro1's data partnership (paid link)micro1's own data-partnerships pagePaid link: micro1 may pay us a referral fee if a company we introduce goes ahead with it. You pay nothing extra.
Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral
