---
title: "Review an artificial-intelligence vendor contract"
url: "https://ailawframework.com/practice/in-house-general-counsel/draft-the-organisation-s-ai-use-policy-and-review-an-ai-vendor-contract/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A40-T1-R12-US"
practice_area: "In-House / General Counsel"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Review an artificial-intelligence vendor contract

> 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.

Canonical page: https://ailawframework.com/practice/in-house-general-counsel/draft-the-organisation-s-ai-use-policy-and-review-an-ai-vendor-contract/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [In-House / General Counsel](https://ailawframework.com/practice/in-house-general-counsel.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Draft the organisation's AI-use policy and review an AI-vendor contract](https://ailawframework.com/practice/in-house-general-counsel/draft-the-organisation-s-ai-use-policy-and-review-an-ai-vendor-contract.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- A silent contract is recorded as silent. Silence is not a promise that the vendor will not train on the data.
- The review does not draft the clause that will be signed. The lawyer writes any change.

## Sources

- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [AI vendor due diligence questionnaire (United States)](https://ailawframework.com/precedents/in-house-general-counsel/us-ai-vendor-due-diligence-questionnaire.md) | Checklist | 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)](https://ailawframework.com/precedents/in-house-general-counsel/us-outside-counsel-generative-ai-guidelines.md) | Letter | 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)](https://ailawframework.com/precedents/in-house-general-counsel/us-legal-department-generative-ai-policy.md) | Policy | 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)](https://ailawframework.com/precedents/in-house-general-counsel/us-vendor-questionnaire-cover-letter.md) | Letter | 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.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*