作者：Wall Street CN

The rift between Microsoft and OpenAI continues to widen and has extended to the legal level.

According to media reports on the 18th,Microsoft is considering seeking legal recourse over a roughly $50 billion deal between Amazon and OpenAI, with the core dispute being whether the deal infringes on Microsoft’s exclusive rights to access the OpenAI API.According to media reports citing sources familiar with the matter, the three parties are still negotiating an out-of-court settlement, but Microsoft has taken a hard line: "If they breach the contract, we will sue."

The controversy centers on Frontier, a new commercial product launched by OpenAI for enterprises. This product is the core of the partnership announced by OpenAI and Amazon last month, with the latter also committing to purchase $138 billion worth of cloud services from Amazon Web Services (AWS).

Microsoft argues that regardless of how Amazon and OpenAI structure their technical architecture, bypassing Azure to route API requests is contractually unfeasible and violates the spirit of the agreement. This dispute poses a direct threat to OpenAI's plans to go public this year.

Core of the contract dispute: API's exclusive clause

Microsoft invested $1 billion in OpenAI in 2019 and subsequently served as its exclusive cloud service provider for an extended period. Last October, Microsoft approved OpenAI's restructuring, relinquishing its overall exclusive cloud service status but retaining a key clause:All calls to OpenAI models via the application programming interface (API) must be routed through the Microsoft Azure platform.

Frontier, a product that ignited the controversy, deploys a fleet of AI agents—robots that can operate independently under human command—to serve enterprise customers. Amazon and OpenAI jointly developed a system called the "Stateful Runtime Environment (SRE)," running on Amazon's Bedrock AI platform. The two companies argue that this system, by accessing enterprise data stored on AWS, endows AI agents with memory and contextual capabilities, placing it in a "stateful" layer and not constituting a direct API call to OpenAI's "stateless" underlying model, thus circumventing Microsoft's exclusivity terms.

Microsoft does not endorse this. According to reports, Microsoft technical experts believe that...Running Frontier without Azure is not technically feasible within the existing contractual terms."We understand our contracts," said a person familiar with Microsoft's position. "If Amazon and OpenAI want to bet on their contract lawyers' ideas, I'd back us, not them."

Internal disagreements and deliberate wording

According to an internal memo obtained by the media.Amazon has issued strict guidelines to its employees, limiting the language they use when describing SRE products in order to avoid angering Microsoft.

According to the memo, AWS employees can tell customers that SREs are "powered by", "enabled by", or "integrates with", but are explicitly prohibited from using expressions such as "enables access" or "calls on" ChatGPT, and must not imply that state-of-the-art OpenAI models are available on AWS.

Media reports, citing sources familiar with the matter, revealed that the lawyers for the three companies had engaged in intense negotiations for weeks regarding the scope and description of the Amazon agreement. While the three companies released separate statements describing the Frontier product, Microsoft insisted that it remained the exclusive cloud service provider for the OpenAI API, and that the agreement was unchanged from the one restructured last October.

OpenAI maintains that its partnership with Amazon did not provide a backdoor to its stateless underlying model, and that it has the right to develop new products with third parties, provided that such products do not primarily provide APIs. The company also believes that Microsoft is unlikely to take legal action at a sensitive time, given the ongoing regulatory investigation by the US, UK, and EU into anti-competitive licensing practices for Azure. Microsoft responded, "We believe OpenAI understands and respects the importance of fulfilling its legal obligations." Both Amazon and OpenAI declined to comment.

The listing timeline is under pressure.

This legal dispute comes at a particularly unfavorable time for OpenAI.The company was expected to seek an IPO as early as this year, but the reality of being embroiled in lawsuits has made this timeline uncertain.

OpenAI just completed a funding round last month valuing the company at $110 billion, but it still needs to raise funds to cover the enormous computing costs required to train and run large language models. Meanwhile, its IPO process has become complicated by a lawsuit filed by Elon Musk against CEO Sam Altman—Musk and Altman co-founded OpenAI in 2015, and Musk now accuses the latter of abandoning its non-profit mission for personal gain. The trial is scheduled to begin next month in Oakland.

"What OpenAI needs least right now is another lawsuit," said the person familiar with Microsoft's position.

This dispute reflects the profound evolution of the relationship between Microsoft and OpenAI. As OpenAI actively expands its cloud service partnerships and loosens early contractual constraints, its largest financial backer, Microsoft, is increasingly viewing it as a competitor in the enterprise AI services field. The AI agency business involved in OpenAI's Frontier product highly overlaps with the core services that Microsoft provides to enterprises through Azure—OpenAI products have previously been a major driver of Azure's record-high revenue.