Review a client-facing tool vendor's contract for confidentiality and supervision
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the vendor agreement, list the clauses on confidentiality, whether prompts are used to train a model, how long prompts are kept, who may see them, what happens if the service stops, and any limit on the vendor's liability. Do not sign the agreement.
- What the lawyer must review
- Model Rule 5.3 requires reasonable efforts so that a nonlawyer employed, retained, or associated with the lawyer acts in a way compatible with the lawyer's professional obligations. Formal Opinion 512 applies that duty to a generative-tool provider, including whether confidentiality is enforceable, whether the lawyer is told of a breach, whether the tool retains information after the service stops, and what liability the vendor excludes. The lawyer decides whether the firm can sign.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Confirm that the actual tool, feature and processing terms permit use of this information, including access, retention, training and disclosure conditions.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.