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Сергій Барбашин
Адвокат, керуючий партнер Barbashyn Law Firm
6 November, 2025
5 хвилин для читання
6 November, 2025
5 хвилин для читання
Recently, OpenAI announced the “next chapter” of its partnership with Microsoft. It is important to note that this is not a new agreement but a continuation of one of the most influential alliances in the field of artificial intelligence.
In short, the agreement was originally signed in 2019, and the latest updates define the rules for IP ownership and use, the distribution of commercial rights, and new flexibility for OpenAI in choosing partners and cloud infrastructure. Microsoft, in turn, receives guarantees of long-term access to the models and a share in the company’s economic success.
This news is noteworthy not only in the context of these two corporations. It illustrates principles that apply to any business – from startups to medium-sized enterprises. It’s about the importance of intellectual property, balanced agreements, and a well-thought-out investment architecture. More on that below.
About the Agreement
In 2019, Microsoft invested $1 billion in OpenAI, with Azure becoming the primary infrastructure for computing and model training. The core idea of the partnership was to build large-scale systems and accelerate research in the field of artificial intelligence. Both companies declared a shared mission to develop safe and responsible AI that benefits society.
In 2020, Microsoft obtained an exclusive license for GPT-3 to use in its own products such as Word, Excel, GitHub Copilot, and Bing Chat. At the same time, OpenAI continued to provide access to the model through its API. This became an example of flexible licensing – exclusivity for corporate integrations combined with openness for businesses through cloud services.
In the following years, the partnership expanded: Microsoft built supercomputers on Azure, launched the Azure OpenAI Service, and integrated OpenAI’s models into Microsoft Copilot and Bing Chat. This once again confirmed that the collaboration is strategic, shaping the future of corporate AI.
A new stage began in 2025 when the parties signed an updated agreement. It reaffirmed their long-term cooperation until 2032 while granting OpenAI greater flexibility in choosing infrastructure beyond Azure. Microsoft confirmed the valuation of its stake in OpenAI Group PBC at around $135 billion (approximately 30%), implying an estimated total valuation of OpenAI at about $500 billion. The renewed agreement provides more detailed regulation of intellectual property rights distribution, development security, and the principles of commercial participation between the parties.
First Takeaway: IP as the Foundation of a Tech Business
As an expert in intellectual property, I have repeatedly emphasized that IP is a must-have for any technology company. It’s the same form of ownership as the title you register for a car or a property. Without it, a company has no legal confirmation that it can use, sell, or license its product.
For businesses, this means three practical things:
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Verify ownership of your assets – code, models, design, brand, databases. If these are created by team members or contractors, the rights must be transferred to the company, officially registered, and documented. This will always be checked and requested by partners and investors.
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Read licenses carefully. If you’ve signed a “transfer of rights for an indefinite period and the entire world,” your asset has little market value, and another company becomes the owner. At the same time, if you aim to scale and enter new markets, non-exclusive license models work perfectly.
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Maintain IP operational order – trademarks, patents, NDAs, copyright registrations. Keep them up to date, renew registrations, expand protection, and ensure your brand and IP rights are not diluted or misused.
In OpenAI’s case, this approach enabled the creation of a business model where intellectual property is not only protected but also transformed into capital – through licenses, partnership agreements, and API-based products. The company fulfills its commitments to Microsoft while retaining the freedom to enter other partnerships and remaining attractive to investors by owning its core assets.
Second Takeaway: The Agreement Should Reflect the Reality of Collaboration
The Microsoft-OpenAI agreement is not a typical investment or commercial structure. It is built on specific shared interests – AI development, safety, joint infrastructure, and mutual access to technology. This serves as an excellent example of how contractual freedom allows for a balance between commercial interests and technological or ethical constraints.
In 2025, the parties updated the terms: OpenAI gained greater flexibility, while Microsoft retained key IP rights until 2032 but relinquished claims to the company’s hardware. In other words, the agreement does not restrict OpenAI’s growth while still protecting Microsoft’s investment.
Every company, regardless of its size, should build relationships based on the same principles. The key idea is that an agreement must reflect reality – how you actually operate. If the documents do not align with the real state of affairs, you risk losing both control and partner trust. The Microsoft-OpenAI case illustrates this well: they didn’t remain “frozen” in the 2019 framework but renewed their partnership to fit new circumstances. This shows how a legal structure can be both flexible and stable at the same time.
And please – do not neglect signing an NDA before any collaboration. Also, remember that an idea itself is not protected by law. This means that in the early stages, your product is especially vulnerable to being copied.
Third Takeaway: The Right Investment Strategy
Working with startups, I often see equity given away without proper consideration. For example, founders immediately agree to large stakes without calculating the financial model. The result is dilution of the founders’ shares or loss of control over the product.
Another point: there’s no need to invent new types of deals. That can confuse investors. Everything has long existed. Look at Y Combinator for standard agreements and approaches.
When Microsoft and OpenAI signed their first agreement, it included a $1 billion investment and exclusivity on Azure. A few years later, Microsoft’s commitments grew to tens of billions, and the structure evolved into a complex mechanism that combined capital, cloud infrastructure, licenses, and revenue sharing. This is not merely a classic “share purchase,” but an investment architecture in which each party receives precisely the benefit it strategically needs: OpenAI gains resources and freedom to develop; Microsoft gains technological advantage and a share of the economic upside.
For businesses, this case serves as a reminder that investment is not limited to equity. Alternatives include SAFE, convertible notes, a share of future profits, and shared use of infrastructure or market access. All of these can be mutually beneficial if the terms are drafted clearly and realistically.
A must-have before agreeing on specific percentages is to calculate everything carefully: how much investment you actually need and what stake you are truly ready to give up (considering not only the current round but also future ones). Excellent tools include post-money valuation with a cap or a discount, rather than relying solely on nominal percentages. Limit the total stake – for example, set an upper threshold – to protect against excessive dilution.
In the tech world, money flows to where rights are clear. If a company owns its IP, has a transparent structure, and demonstrates traction, raising investment becomes much easier. The OpenAI example shows that even with a capped-profit model, growth is possible if the architecture allows for scaling.
Conclusion
Observing major players is valuable not so much for direct imitation, but to understand the fundamentals of such agreements – their principles and the evolution of partnerships and technologies. The renewed Microsoft-OpenAI agreement once again confirms that IP is the foundation of technology companies and their products a confirmation of ownership rights.
If your business relationships are more typical, use simple instruments such as SAFE agreements but make sure they are aligned with a well-thought-out, forward-looking investment strategy.
Disclaimer
This is not a detailed legal analysis of the agreement. The author is not a representative of either party and has not reviewed the full text of the contracts. The conclusions are based on publicly available sources – publications by OpenAI, Microsoft, Reuters, and other public statements.
