---
title: "Protocol for AI-assisted due diligence review, with client notice (tools, data-room terms, sampling, sign-off)"
url: "https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/ai-assisted-due-diligence-protocol"
type: "precedent"
site: "AI Law Framework"
id: "a2-ai-assisted-due-diligence-protocol"
area_id: "A2"
kind: "policy"
ai_level: "yellow"
version: 1
law_stated_as_at: "2026-10-17"
---

# Protocol for AI-assisted due diligence review, with client notice (tools, data-room terms, sampling, sign-off)

> Deal-team protocol for using AI tools on data room documents. It sets preconditions, roles, calibration, human verification and sampling, records and deletion, and includes a client notice explaining the AI use and how…

Canonical page: https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/ai-assisted-due-diligence-protocol  
Law stated as at: 2026-10-17

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

Deal-team protocol for using AI tools on data room documents. It sets preconditions, roles, calibration, human verification and sampling, records and deletion, and includes a client notice explaining the AI use and how it is charged.

## Key facts

- Kind: Policy. A policy or procedure for a firm or client.
- Practice area: [Mergers & Acquisitions / Private Equity](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity.md)
- Jurisdictions: Australia, United Kingdom (England and Wales), United States
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-17
- Status: Maintained. Checked on 2026-10-17 against the 4 authorities it cites, for Australia, United Kingdom (England and Wales) and United States.

## When to use it

Use on any transaction where the firm proposes to use an AI review or extraction tool on target documents. Settle it before the data room opens. Not needed for AI tools that never touch matter documents.

## How AI may be used

AI may classify, extract and summarise data room documents under this protocol. Every finding reported to the client is confirmed by a lawyer who has read the source document.

**AI may:**

- Classify and index data room documents and extract defined clause types with page references
- Flag documents that may contain change of control, assignment, exclusivity or termination rights
- Draft first-pass issue summaries that cite the document and clause

**AI must not:**

- Must not be used on data room documents until the NDA, data room rules and client instructions permit it
- Must not report a finding to the client that no lawyer has checked against the source
- Must not be relied on to show that a document type is absent from the data room

**The lawyer checks:**

- Calibration results recorded and accepted by the supervising lawyer before full-scale use
- Sample of documents the tool did not flag reviewed by a person
- Report explains the AI-assisted method and its limits

## Authorities

- [Legal Profession Uniform Law Australian Solicitors' Conduct Rules 2015 rr 4.1.3, 7.1, 9.1, 37.1](https://legislation.nsw.gov.au/view/html/inforce/current/sl-2015-0244)
- [Privacy Act 1988 (Cth) Sch 1, APPs 6, 8 and 11](https://www.legislation.gov.au/C2004A03712/latest/text)
- [SRA Code of Conduct for Solicitors, RELs, RFLs and RSLs para 6.3](https://www.sra.org.uk/solicitors/standards-regulations/code-conduct-solicitors/)
- [ABA Standing Committee on Ethics and Professional Responsibility, Formal Opinion 512 (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/ai-assisted-due-diligence-protocol and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*