Draft AI-use, training-data, and output-warranty clauses for a vendor contract
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the term sheet, list the points the parties have already agreed on training use, output ownership, and warranties, in the term sheet’s own words. Do not write clause text for signature.
- What the lawyer must review
- The lawyer writes every sentence that will be signed. 17 U.S.C. § 201(b) and the § 101 work-made-for-hire definition decide who starts as author; a warranty that the vendor “owns all output” has to be checked against those sections. Cal. Civ. Code § 1798.140(ag) requires the written service-provider contract to prohibit the listed uses of personal information, including combining that information except as the subdivision allows. Formal Opinion 512 and Rule 1.6 govern how the draft is made: customer content used as a prompt is information relating to the representation.
- 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.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| AI vendor terms review checklist | Checklist | AI use Yellow | Questions for a contract with a vendor that provides or hosts an AI system. |
Signed-in accounts can read the full text of each one. All precedents.