Review a generative-AI vendor contract for a technology client
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List the clauses on training use of customer content, ownership of output, confidentiality, security incidents, and termination assistance, and quote each one. Do not mark the draft up for signature.
- What the lawyer must review
- Formal Opinion 512: a lawyer must understand the tool well enough to meet Rule 1.1 and must protect confidential information under Rule 1.6, including whether prompts are retained or used to train a model. 17 U.S.C. § 201(a) vests copyright initially in the author. Section 201(b): for a work made for hire, the employer or other person for whom the work was prepared is the author unless the parties expressly agree otherwise in a written instrument signed by them. Section 101 defines a work made for hire as a work prepared by an employee within the scope of employment, or a specially commissioned work in a listed category if the parties agree in a signed writing. Ordinary software is not in that commissioned list. The lawyer rewrites any clause before it is signed.
- 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.