[License-review] For Approval: OpenMDW License Agreement, versions 1.1 (OpenMDW-1.1)

Sun Aug 16 21:10:32 UTC 2026

I have a couple of questions:

The grant is for patent, copyright, database and trade secret rights. 
Why is the termination only for bringing patent and copyright lawsuits? 
I understand the philosophy behind special terms for patents, but once 
you include copyright, why stop there?

As I read the license (and please correct me if I'm wrong), the license 
can be applied to the model (architecture and weights), data, software 
and documentation; however exactly what components the license covers is 
up to the licensor. In other words, a licensor could choose to offer the 
model only under the license, or could optionally include data, software 
and documentation (or other artifacts).

With that assumption, the license says "YOU ARE SOLELY RESPONSIBLE FOR 
(1) CLEARING RIGHTS OF OTHER PERSONS THAT MAY APPLY TO THE MODEL 
MATERIALS" etc. Given that we don't know whether training using 
copyrighted materials is lawful, the licensee is being told they have to 
clear all training materials (not to mention the clearances in the rest 
of the paragraph), an impossibility generally, and particularly if there 
is not even any disclosure of what the training materials are.

I don't know why this paragraph is included. The licensor has a typical 
statement that the materials are provided as-is (and disclaimers of 
warranty and liability) so the above clause is, in my opinion, redundant 
or unnecessary. The problem with having it is that it can be construed 
as a positive duty under the license which can be breached, terminating 
the license. This seems problematic; no other widely used open source 
license come to mind that impose burdens beyond the license notice, 
attribution and copyleft. The scenario I see playing out is that the 
licensor get sued on a secondary liability theory for the licensee's 
use, so the licensor advises the licensee that their license is 
terminated because the licensee didn't fulfill this obligation, so the 
licensor can reduce their liability based on the licensee's use 
(liability that the as-is rep and the disclaimers do not insulate them 
from). This leaves the licensee unexpectedly high and dry, possibly 
losing their entire business, because they did not perform an impossible 
task. I would not tell a user that this is an acceptable open source 
license because of the potential for termination at the licensor's whim.

Pam

Pamela S. Chestek
Chestek Legal
4641 Post St.
Unit 4316
El Dorado Hills, CA 95762
+1 919-800-8033
pamela at chesteklegal.com
www.chesteklegal.com

On 8/13/2026 10:00 AM, Michael Dolan wrote:
>
> To the OSI License Review Committee:
>
>
> On behalf of The Linux Foundation, the license steward, I submit the 
> OpenMDW License Agreement, version 1.1 ("OpenMDW-1.1"), for review and 
> approval as a new license. The complete license text is included below 
> in plain text (LICENSE.OpenMDW-1.1) and is also published at 
> https://github.com/OpenMDW/OpenMDW 
> <https://github.com/OpenMDW/OpenMDW>(1.1/ folder) and at 
> https://openmdw.ai/license/1-1/ <https://openmdw.ai/license/1-1/>.
>
>
> The information required for the review process is as follows.
>
>
> 1. License name and version
>
> OpenMDW License Agreement, version 1.1 (“OpenMDW-1.1”).
>
>
> 2. License steward and submitter
>
> Steward: The Linux Foundation
>
> Submitter: Mike Dolan, a natural person, SVP, Legal & Strategic 
> Programs, The Linux Foundation, submitting on behalf of the steward.
>
>
> 3. OSD compliance
>
> I affirm that OpenMDW-1.1 complies with the Open Source Definition, 
> including specifically: OSD 3 (the license permits modifications and 
> derived works and their distribution under the same terms); OSD 5 (no 
> discrimination against persons or groups); OSD 6 (no discrimination 
> against fields of endeavor); and OSD 9 (the license does not restrict 
> other software distributed alongside the licensed materials). The same 
> compliance confirmations would also apply to the previous OpenMDW-1.0 
> version.
>
>
> 4. Gap filled by the license
>
> AI model distributions bundle heterogeneous artifacts, often including 
> a model architecture and parameters (weights), documentation, and 
> software, that can be subject to different and overlapping 
> intellectual property regimes (copyright, patent, sui generis database 
> rights). Existing OSI-approved licenses were drafted primarily for 
> software and potentially might not, by their terms, explicitly grant 
> rights across these regimes or address non-software artifacts such as 
> data and model parameters. In addition, they are generally silent 
> about the potential effect of license obligations on model outputs. At 
> the same time, providers of commercial model solutions included terms 
> purporting to govern and restrict use of model outputs, creating a gap 
> with common open source licenses.
>
>
> As a related motivating factor, real-world experience among academic 
> researchers who desired to adopt the Model Openness Framework (MOF) 
> <https://lfaidata.foundation/wp-content/uploads/sites/3/2025/01/05_White_paper_MOF_Specification.pdf>for 
> their AI model distributions—but who were not deeply familiar with 
> open source software and other open content licensing practices—found 
> it complicated to understand which specific license texts to include 
> in which parts of their distributions. These community participants 
> indicated to us a desire for one appropriate license that could apply 
> to the distribution as a whole, across all applicable types of content.
>
>
> OpenMDW-1.1 addresses these gaps by providing a single permissive 
> instrument that grants rights in all such artifacts (defined as "Model 
> Materials") under all applicable IP regimes, conditions distribution 
> only on retention of the license text and applicable notices, and 
> expressly imposes no restrictions on outputs generated using the 
> materials.
>
>
> 5. Comparison to the most similar OSI-approved licenses
>
> The most similar OSI-approved licenses are the MIT License and the 
> Apache License 2.0.
>
>
> Compared to the MIT license, OpenMDW-1.1 shares MIT's brevity, its 
> single permissive grant, the "deal in [the materials] without 
> restriction" formulation, and the retention of the license and notices 
> as the only condition. It differs in that OpenMDW-1.1 explicitly 
> includes all copyright, patent, database, and trade secret rights in 
> scope, defines its subject matter to include non-software artifacts, 
> and expressly states that outputs are unrestricted by the license.
>
>
> Compared with the Apache-2.0 license, both include a defensive 
> litigation termination provision and expressly address patent rights. 
> However, the termination provisions differ in scope.  Apache-2.0's 
> termination is limited to patent claims, whereas OpenMDW-1.1's 
> termination applies to both patent and copyright assertions (the sole 
> substantive change from OpenMDW-1.0 to OpenMDW-1.1). OpenMDW-1.1 also 
> omits Apache-2.0's NOTICE-file and statement-of-changes requirements, 
> conditioning redistribution only on retention of the license text and 
> applicable notices.
>
>
> 6. Legal review
>
> OpenMDW was drafted by legal counsel. Version 1.0 was developed and 
> released in 2025 by The Linux Foundation together with the PyTorch 
> Foundation through a drafting process that included input from legal 
> and AI community participants. There are 8+ organizations we're aware 
> of that released models using Version 1.0, including IBM and the 
> University of Luxembourg. Version 1.1 is a minor revision based on 
> feedback from corporate legal teams on Version 1.0; its only 
> substantive change is extending the litigation-termination provision 
> from patent assertions to patent or copyright assertions. I am only 
> submitting version 1.1 for review at this time, although the same 
> review could include version 1.0 if the review committee prefers to 
> include both.
>
>
> 7. Projects currently using the license. As they are very similar in 
> their license terms, I have included adoption examples for both 
> OpenMDW-1.1 and OpenMDW-1.0.
>
>   * NVIDIA has adopted OpenMDW-1.1 for 19 of its models, including
>     Cosmos <https://huggingface.co/collections/nvidia/cosmos3>, Ising
>     <https://huggingface.co/nvidia/Ising-Calibration-1.5-31B-BF16>,
>     and Nemotron
>     <https://huggingface.co/nvidia/NVIDIA-Nemotron-3-Ultra-550B-A55B-BF16>open
>     model families. More recently, NVIDIA’s Jensen Huang announced
>     that its latest Alpamayo models
>     <https://www.linkedin.com/feed/update/urn:li:ugcPost:7490422036767395841/>are
>     using OpenMDW-1.1 as well.
>   * Arcee AI has moved 6 of its Trinity models
>     <https://www.arcee.ai/blog/trinity-is-moving-to-openmdw-1-1>to
>     OpenMDW-1.1
>   * Poolside has adopted OpenMDW-1.1 for its Laguna S 2.1 models
>     <https://poolside.ai/blog/introducing-laguna-s-2-1>
>   * BAAI's OpenSeek Small model
>     <https://huggingface.co/BAAI/OpenSeek-Small-v1#license> was also
>     licensed under OpenMDW-1.0.
>   * ByteDance has published its entire series of Seed-X models
>     <https://huggingface.co/ByteDance-Seed/Seed-X-Instruct-7B#license>
>     under OpenMDW-1.0.
>   * Hyper3labs has published its hyper3-clip-v0.5
>     <https://huggingface.co/hyper3labs/hyper3-clip-v0.5/blob/main/LICENSE>
>     under OpenMDW-1.0.
>   * IBM and Hartree National Centre for Digital Innovation published
>     SaltMarsh
>     <https://huggingface.co/rosielickorish/ibm-geospatial-saltmarsh-uk-rgbdem-extent-2m>
>     models under OpenMDW-1.0.
>   * We are also aware of other projects that will use OpenMDW-1.1 in
>     the future.
>
>
> 8. SPDX and other identifiers
>
> OpenMDW-1.1 is not yet on the SPDX License List. The predecessor 
> version is listed under the SPDX license identifier OpenMDW-1.0 
> <https://spdx.org/licenses/OpenMDW-1.0.html>. We expect to submit 
> OpenMDW-1.1 for consideration in parallel with this submission to OSI. 
> Pending listing, OpenMDW-1.1 can currently be referenced using the 
> SPDX expression LicenseRef-OpenMDW-1.1.
>
>
> Both Steve Winslow (CC’d, the primary editor and coordinator for the 
> drafting community) and I are subscribed to the license-review list 
> and will respond to questions during the review.
>
>
> Regards,
>
>
> Mike Dolan
>
> SVP, Legal & Strategic Programs
>
> The Linux Foundation
>
>
> LICENSE.OpenMDW-1.1 (plain text)
>
> ---
> OpenMDW License Agreement, version 1.1 (OpenMDW-1.1)
>
> By exercising rights granted to you under this agreement, you accept 
> and agree
> to its terms.
>
> As used in this agreement, "Model Materials" means the materials 
> provided to
> you under this agreement, consisting of: (1) one or more machine learning
> models (including architecture and parameters); and (2) all related 
> artifacts
> (including associated data, documentation and software) that are 
> provided to
> you hereunder.
>
> Subject to your compliance with this agreement, permission is hereby 
> granted,
> free of charge, to deal in the Model Materials without restriction, 
> including
> under all copyright, patent, database, and trade secret rights included or
> embodied therein.
>
> If you distribute any portion of the Model Materials, you shall retain 
> in your
> distribution (1) a copy of this agreement, and (2) all copyright 
> notices and
> other notices of origin included in the Model Materials that are 
> applicable to
> your distribution.
>
> If you file, maintain, or voluntarily participate in a lawsuit against any
> person or entity asserting that the Model Materials directly or indirectly
> infringe any patent or copyright, then all rights and grants made to you
> hereunder are terminated, unless that lawsuit was in response to a
> corresponding lawsuit first brought against you.
>
> This agreement does not impose any restrictions or obligations with 
> respect to
> any use, modification, or sharing of any outputs generated by using 
> the Model
> Materials.
>
> THE MODEL MATERIALS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY 
> KIND, EXPRESS
> OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF 
> MERCHANTABILITY,
> FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, OR THE
> ABSENCE OF LATENT OR OTHER DEFECTS OR ERRORS, WHETHER OR NOT 
> DISCOVERABLE, ALL
> TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
>
> YOU ARE SOLELY RESPONSIBLE FOR (1) CLEARING RIGHTS OF OTHER PERSONS 
> THAT MAY
> APPLY TO THE MODEL MATERIALS OR ANY USE THEREOF, INCLUDING WITHOUT 
> LIMITATION
> ANY PERSON'S COPYRIGHTS OR OTHER RIGHTS INCLUDED OR EMBODIED IN THE MODEL
> MATERIALS; (2) OBTAINING ANY NECESSARY CONSENTS, PERMISSIONS OR OTHER 
> RIGHTS
> REQUIRED FOR ANY USE OF THE MODEL MATERIALS; OR (3) PERFORMING ANY DUE
> DILIGENCE OR UNDERTAKING ANY OTHER INVESTIGATIONS INTO THE MODEL 
> MATERIALS OR
> ANYTHING INCORPORATED OR EMBODIED THEREIN.
>
> IN NO EVENT SHALL THE PROVIDERS OF THE MODEL MATERIALS BE LIABLE FOR 
> ANY CLAIM,
> DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR
> OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE MODEL 
> MATERIALS, THE
> USE THEREOF OR OTHER DEALINGS THEREIN.
>
> _______________________________________________
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