Review an artificial-intelligence vendor contract
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List the clauses on confidentiality, retention, use of customer data for training, subprocessors, and deletion, with the page. Do not rewrite the company's own use policy and do not approve the contract.
- What the lawyer must review
- Sending client information to a vendor, or allowing the vendor to retain or train on it, is a disclosure of information relating to the representation when the customer is a lawyer or a client of a lawyer. ABA Model Rule 1.6(a) bars that disclosure unless the client gives informed consent, the disclosure is impliedly authorized, or paragraph (b) permits it. ABA Formal Opinion 512 (29 July 2024) requires the lawyer to understand those terms before the tool is used. The company's internal use policy is a separate document. This review does not replace it and does not clear the contract. The lawyer decides whether the terms are acceptable.
- Written for / version
- United States versionUSCth
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 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.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| AI vendor due diligence questionnaire (United States) | Checklist | AI use Yellow | Questions for a vendor of a generative or agentic AI tool, drawn from the confidentiality, security, retention and supervision points in Formal Opinion 512 and Model Rule 5.3. |
| Outside-counsel guidelines on generative AI (United States) | Letter | AI use Yellow | Instructions from a client to outside counsel on generative AI: when counsel must say a tool was used, what must not be input, how AI-assisted time is billed, and that a lawyer reviews anything filed. |
| Legal department generative AI policy (United States) | Policy | AI use Yellow | A short policy for lawyers and staff in a company legal department covering approved tools, what may be input, review of output, and instructions to outside counsel. |
| Cover letter sending an AI vendor questionnaire (United States) | Letter | AI use Yellow | A cover letter that sends the due diligence questions and says the company will not put its information into the tool until the contract matches the answers the company relies on. |
Signed-in accounts can read the full text of each one. All precedents.