Summary: C106™–2013, Digital Data Licensing Agreement

Content.

Synopsis

Purpose

Changes from the previous edition

Dispute Resolution—Mediation and Arbitration

 

Synopsis.

AIA Document C106–2013 serves as a licensing agreement between two parties who otherwise have no existing licensing agreement for the use and transmission of digital data, including instruments of service. AIA Document C106–2013 defines digital data as information, communications, drawings, or designs created or stored for a specific project in digital form. C106 allows one party to (1) grant another party a limited non-exclusive license to use digital data on a specific project, (2) set forth procedures for transmitting the digital data, and (3) place restrictions on the license granted. In addition, C106 allows the party transmitting digital data to collect a licensing fee for the recipient’s use of the digital data. For use and execution of a document, see its instructions  » 

 

Purpose.

AIA Document C106–2013 provides a licensing agreement for two parties who otherwise have no existing licensing agreement relating to the use and transmission of Digital Data. Some or all of the Digital Data may be subject to copyright protection, such as the Architect’s or a Consultant’s Instruments of Service. C106 allows a Transmitting Party (1) to grant a Receiving Party a limited non-exclusive license for the Receiving Party’s use of Digital Data on a specific project, (2) to set forth procedures for transmitting the data, and (3) to place restrictions on the license granted. C106 provides for the Receiving Party to compensate the Transmitting Party for the Receiving Party’s use of the Digital Data.

Parties that have previously executed AIA agreements for design services or construction, such as AIA Documents B101™–2017, Standard Form of Agreement Between Owner and Architect; C101™–2018, Standard Form of Agreement Between Architect and Consultant, or an agreement that incorporates A201®–2017, General Conditions of the Contract for Construction, have already entered into licensing agreements pursuant to the provisions in those agreements. To establish protocols for the transmission of Digital Data, including Building Information Models, or to restrict the usage rights permitted in those agreements, parties should consider completing AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and incorporating it by reference into their pre-existing agreements.

 

Changes from the previous edition.

AIA Document C106–2013 is the successor document to C106–2007. The most significant change is that C106–2013 includes a new Article 5 that allows the parties to specifically identify the items that constitute Digital Data for purpose of the agreement. Further, in addition to other minor language changes, C106-2013 contains updated language regarding the Receiving Party’s obligation to maintain the confidentiality of Confidential Digital Data. The updates regarding Confidential Digital Data were made so that the language in C106–2013 would be consistent with similar provisions found in AIA Document E203–2013. 

 

Dispute Resolution—Mediation and Arbitration. 

This document contains provisions for mediation and arbitration of claims and disputes. Mediation is a non-binding process but is mandatory under the terms of this agreement. Arbitration may be mandatory under the terms of this agreement. Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a transaction involving interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.

The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain copies of the applicable mediation or arbitration rules, contact the American Arbitration Association at (800) 778-7879 or visit the website at adr.org.

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