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

[Shuji Sado]

Pamela-san,

I understand your concern to be that, when read together with “Subject to
your compliance with this agreement,” the rights-clearance language could
be interpreted as imposing a positive obligation on the licensee. I had
previously read that passage simply as an extension of the general
disclaimer and risk-allocation provisions, so I had not considered this
point very deeply. Reading it again, I think your concern has some merit.

At the same time, the OpenMDW FAQ appears to describe this provision simply
as allocating responsibility for any necessary clearances to the user,
rather than imposing an independent obligation to obtain such clearances.
Apache-2.0 Section 7 also uses “solely responsible” language for allocation
of risk, although I agree that OpenMDW goes further by expressly referring
to clearing rights, obtaining permissions, and performing due diligence.

I also do not think the phrase “that may apply to the Model Materials or
any use thereof” necessarily requires a licensee to clear all training
data. At least, that does not seem to be stated explicitly.

Still, if the provision can reasonably be read as creating a license
condition, I think clarification would be useful. For example, a sentence
along the lines of “Nothing in this agreement independently requires you to
obtain any third-party rights, consents, permissions, or clearances.” would
seem to address the concern without changing what I understand to be the
intended allocation of risk.


To: OSI mail-admin,

I believe this OpenMDW discussion is important for AI and for our
community. However, so far I have received only 15 of the 25 messages that
I can see in the opensource.org archive.
I would appreciate it if you could look into this issue and improve the
reliability of the Mailman infrastructure.

--
Shuji Sado
Chairman, Open Source Group Japan
https://opensource.jp/
English blog: https://shujisado.org/
Japanese blog: https://shujisado.com/


2026/8/17 6:12 Pamela Chestek <pamela at chesteklegal.com>:
>
> 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 (1.1/ folder) and at
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) 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,
Ising, and Nemotron open model families. More recently, NVIDIA’s Jensen
Huang announced that its latest Alpamayo models are using OpenMDW-1.1 as
well.
> Arcee AI has moved 6 of its Trinity models to OpenMDW-1.1
> Poolside has adopted OpenMDW-1.1 for its Laguna S 2.1 models
> BAAI's OpenSeek Small model was also licensed under OpenMDW-1.0.
> ByteDance has published its entire series of Seed-X models under
OpenMDW-1.0.
> Hyper3labs has published its hyper3-clip-v0.5 under OpenMDW-1.0.
> IBM and Hartree National Centre for Digital Innovation published
SaltMarsh 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. 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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