Apply OMB M-25-22 to a draft AI contract
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the draft contract and the decisions the lawyer has marked, list whether the draft addresses ownership of intellectual property, a bar on training with nonpublic agency data without consent, and contractual terms for personally identifiable information. Leave a blank where the lawyer has not marked a decision. Do not insert a clause number.
- What the lawyer must review
- OMB Memorandum M-25-22 (April 3, 2025) gives guidance to agencies on acquiring artificial intelligence. It rescinds and replaces Memorandum M-24-18. It applies to agencies as defined in 44 U.S.C. 3502(1), with some requirements limited to Chief Financial Officers Act agencies, and it does not apply to elements of the Intelligence Community as defined in 50 U.S.C. 3003. It does not govern artificial intelligence used incidentally by a contractor when not directed or required to fulfill requirements. It applies to a contract awarded pursuant to a solicitation issued on or after 180 days after issuance, and to an option to renew or extend exercised after that date. Section 3(e)(iv) says agency processes should ensure contracts permanently prohibit the use of nonpublic inputted agency data and outputted results to further train publicly or commercially available AI algorithms, consistent with applicable law, absent explicit agency consent. Section 3(d) says agencies shall establish policies and processes, including contractual terms, for privacy when an acquired system will handle federal information containing personally identifiable information. ABA Formal Opinion 512 (29 July 2024) leaves the lawyer responsible for clause text. The lawyer decides whether the memorandum covers the buy and what the contract says.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording and identifying points for review. 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
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- 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 appropriate instructions, permissions and cultural context with the relevant people before using information or communicating the result.
- 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.