---
title: "Run a first-pass contract review in a tool that does not train on the room"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/use-a-secure-ai-deal-assistant-for-a-data-room-first-pass-review/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-B8-1-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Run a first-pass contract review in a tool that does not train on the room

> In a tool that does not train on the client's documents, extract the party, date, change-of-control clause and termination clause for each contract you are given, with the file name. Write no advice and no markup.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/use-a-secure-ai-deal-assistant-for-a-data-room-first-pass-review/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | In a tool that does not train on the client's documents, extract the party, date, change-of-control clause and termination clause for each contract you are given, with the file name. Write no advice and no markup. |
| What the lawyer must review | Opinion 512 allows a generative tool to assist due diligence only with the independent verification Rule 1.1 requires for that tool and that task. Rule 1.6 still bars putting confidential documents into a self-learning or public tool without informed consent. You choose the sample you re-read before the table is used. |
| Written for | United States |
| Applies to | [Use a secure AI deal assistant for a data-room first-pass review](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/use-a-secure-ai-deal-assistant-for-a-data-room-first-pass-review.md) |

## Checking plan

- What the AI does: In a tool that does not train on the client's documents, extract the party, date, change-of-control clause and termination clause for each contract you are given, with the file name. Write no advice and no markup.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- A vendor's claim that a tool is secure is not a Rule 1.6 analysis.
- The extract is not the purchase agreement.

## Sources

- [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)
- [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)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Clean team protocol for a competitor acquisition](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/clean-team-protocol.md) | Policy | Yellow | A protocol for a deal between competitors: who may see current competitively sensitive information, what they may use it for, and what must not happen before completion. |

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.*