Advisory Case on the Contract Structure for AI Multi-Agent R&D and Subscription Services and on Reorganizing Intellectual Property Risks

1. The Client's Situation

While pursuing a business of researching and developing an AI-based multi-agent system and providing it tailored to a specific corporate environment, the client sought to enter into a monthly subscription-type R&D and operations agreement. The contract complexly incorporated terms such as development, operations, performance reporting, payment, and termination conditions, and in particular, concern was raised that, in a structure where R&D-nature deliverables and existing technology were intermingled, the attribution of intellectual property rights and the scope of use were unclear. In addition, there was a possibility that contract termination premised on a long-term contract, cost adjustments when additional tasks arose, and requirements for withholding payment could operate as an excessive burden on the client.

Your Legal Team reviewed the contract as a whole, organized the legal risks that could arise in a structure mixing an R&D contract and a subscription-type service contract, and examined the order of priority among the contract clauses and the issues of interpretation. In particular, focusing on the impact that the attribution of ownership of deliverables, the distinction from existing technology (background intellectual property rights), and use-restriction clauses would have on actual business operations, we reviewed structural consistency, and we proposed a direction for refining the wording so that the requirements for withholding payment and terminating the contract on the ground of inadequate service performance would not be interpreted in an excessively expansive manner. In addition, on the premise of situations that frequently arise in practice—such as requests for additional tasks, increases in server costs, and prolonged force majeure situations—we organized the risks from a contract-management perspective.

By organizing the key issues in advance before executing the contract, the client was able to clarify the rights relationship between R&D deliverables and existing technology and to substantially reduce the possibility of disputes that could arise in a long-term subscription contract. In addition, the uncertainty related to the incurrence of additional costs and to contract termination was alleviated, allowing the client to secure a contract structure under which it could focus more stably on service provision and business expansion. Through this, a foundation was established on which the client could maintain the initiative in future negotiations as well.