Attorneys are being warned that AI software contracts — agreements between businesses and AI technology vendors — require significantly more careful scrutiny than standard technology procurement contracts, according to reporting by Law360 and Law.com. The core issue is that data security and privacy implications of AI tools are proving difficult to address in standard contractual frameworks because the technology is constantly changing and updating, making it harder to define and fix vendor obligations at the point of drafting. A counterintuitive dynamic has emerged: rather than reducing the time lawyers spend on contracts (as AI tools are often marketed to do), the *negotiation* of AI-related contracts is increasing billable hours for some attorneys. Clients are raising data security concerns about their vendors' own use of AI, requiring lawyers to draft bespoke provisions addressing AI-specific risks — including data training, model outputs, confidentiality of inputs, and liability allocation for AI errors — that have no settled precedent in standard technology licensing practice. The Law.com report notes that the data security implications of AI are particularly difficult to address contractually because of constant technology updates, which can alter the risk profile of a vendor relationship after a contract has been signed. Law360's feature warns attorneys directly of the need for careful review, suggesting that standard boilerplate technology contract provisions are inadequate for AI procurement agreements. This trend generates sustained demand for specialist technology transactions lawyers capable of advising on AI governance frameworks, vendor due diligence, and the allocation of liability for AI-generated outputs.
Why this matters
The emergence of AI-specific contracting risk as a distinct practice sub-area is commercially significant for City firms because it is generating new fee work rather than simply substituting for existing work. The inability to use standard technology contract templates for AI procurement means both in-house legal teams and external counsel face a novel drafting challenge with no settled market standard. The data security dimension intersects with UK data protection law, making this a multidisciplinary advisory mandate. Firms that develop early expertise in AI contract structuring — including liability caps, indemnities for AI-generated errors, data training restrictions, and audit rights — are well-positioned to capture a growing advisory market.
On the Ground
A trainee on an AI software procurement matter would mark up a technology licence agreement against the client's standard playbook, flag deviations for partner review, and assist with drafting data processing agreement provisions addressing AI-specific processing activities. They would also complete vendor due diligence questionnaires addressing the vendor's AI governance and security practices.
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“What are the key contractual provisions a lawyer should negotiate when a corporate client is procuring an AI software tool, and which risk areas are hardest to address in standard templates?”
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