Review a SaaS agreement for generative-AI and training-data terms
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Extract clauses on training use, retention, output ownership, subprocessors and the customer’s right to turn AI features off. Mark each against the playbook position the lawyer supplies.
- What the lawyer must review
- Formal Opinion 512 requires the lawyer to understand a tool’s confidentiality, retention and training use before client information goes in, and to review the output. Rule 1.6 prohibits revealing information relating to the representation without informed consent, implied authority, or a paragraph (b) exception. If the customer is a California business and the vendor processes personal information for a business purpose, Cal. Civ. Code § 1798.140(ag) requires a written contract that prohibits selling or sharing, use outside the stated business purposes, use outside the direct business relationship, and combining that information except as the section allows. The lawyer decides which gaps are deal-breakers.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes extracting and organising information and 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
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- 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 |
|---|---|---|---|
| SaaS subscription and negative-option checklist | Checklist | AI use Yellow | A review checklist for an internet subscription. 15 USC § 8403 applies only to a charge through a negative option feature as the Telemarketing Sales Rule defines it. |
| SaaS subscription agreement | Agreement | AI use Yellow | Short subscription for hosted software. |
| 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.