---
title: "Review a generative-AI vendor contract for a technology client"
url: "https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts/review-a-genai-vendor-contract-for-tmt-clients/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A24-B8-1-US"
practice_area: "Technology, Media & Telecommunications / IT Contracts"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Review a generative-AI vendor contract for a technology client

> 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.

Canonical page: https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts/review-a-genai-vendor-contract-for-tmt-clients/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Technology, Media & Telecommunications / IT Contracts](https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Review a GenAI vendor contract for TMT clients](https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts/review-a-genai-vendor-contract-for-tmt-clients.md) |

## Checking plan

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

## Notes

- Copyright in model output is a question for the lawyer under §§ 101 and 201. The tool does not opine that the client owns the output.
- California’s 2026 practical guidance is a state overlay on competence and confidentiality. It does not replace the vendor contract.

## 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)
- [17 U.S.C. § 201, Ownership of copyright](https://www.law.cornell.edu/uscode/text/17/201) (checked 2026-10-22)
- [17 U.S.C. § 101, Definitions, including work made for hire](https://www.law.cornell.edu/uscode/text/17/101) (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 |
| --- | --- | --- | --- |
| [AI vendor terms review checklist](https://ailawframework.com/precedents/technology-media-and-telecommunications-it-contracts/us-ai-vendor-terms-checklist.md) | Checklist | Yellow | Questions for a contract with a vendor that provides or hosts an AI system. The NIST AI Risk Management Framework is voluntary.… |

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.*