Negotiating an AI procurement contract with its data clauses
The procurement of a model API to be used in a customer-experience product was set up through a negotiation focused on performance undertakings, output liability, the non-use of data in training, and the personal-data layer.
A classic software template can't carry this work
The provider's standard text was silent on hallucination, data use and the allocation of liability.
The personal-data flow could not begin without a processor agreement and transfer instruments.
Our Approach
Keeping the commercial objective at the centre, we broke the legal risks into measurable steps.
01 · Risk Map
Performance, output and data risks were matched with their corresponding clauses.
02 · Negotiation
No-use-in-training, IP and liability caps were negotiated.
03 · Data Layer
The DPA, transfer instruments and security annexes were completed.
Chronology
The main stages of the process.
A balanced contract that protected the product goal
The procurement began with a contract that struck a performance–liability balance and completed the data layer — including exit and portability clauses.
- An assurance of no use in training
- Balance of liability and performance
- A complete data layer (DPA + transfer)
- Exit and portability clauses
Related Areas of Expertise
The practice and focus areas engaged on this matter.
Sectors
The sectors in which we most frequently advise on matters of this kind.
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Our multilingual team handling the matter.
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Owing to the legal profession's duty of confidentiality and client privilege, the files are anonymised. In a meeting, within the limits of confidentiality, we can describe our comparable experience more concretely.
In a short preliminary meeting, we take in the objective, existing documents, parties, time pressure and critical risks. Then the scope, team, timeline and fee model are clarified.
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