Before you sign an AI contract, ask for these ten things.

Why AI contracts need a different read

Ordinary software contracts assume the product you buy will still be the same product in three years. With AI tools that assumption is weak. The pattern repeats: a startup proves a feature, then the platform you already run ships the same feature or buys the startup.

Two examples from 2023. Zoom started including AI meeting summaries with paid accounts at no extra cost, so companies paying a separate vendor for meeting notes were suddenly paying twice. The same year HubSpot bought Clearbit, and Clearbit became part of HubSpot instead of a product sold on its own. Fine if you run on HubSpot, less fine if you do not. Nobody knows which of today's tools will still be independent in 2028, the vendors included, so the contract has to cope with both outcomes.

1. A twelve-month term

The ask. One year, renewable. If the vendor insists on a longer term, an option to leave at each anniversary.

Why. The extra discount for committing to three years is the most expensive discount in software right now. It pays you a little to carry the risk that the tool is bundled, bought or overtaken, and that risk is the largest one in the deal.

Wording to start from. "Initial term of twelve months. Either party may end the agreement at any anniversary with sixty days' written notice."

2. An exit if the vendor is acquired

The ask. The right to end the contract without penalty if the vendor is bought, or if the product is discontinued or folded into another product.

Why. The company you chose may not be the company that serves you next year. A change-of-control clause costs a confident vendor nothing to agree to, and a vendor who refuses it is telling you something.

Wording to start from. "If the supplier undergoes a change of control, or discontinues or materially changes the service, the customer may end the agreement within ninety days without penalty and receive a refund of prepaid fees for the unused period."

3. A cap on next year's price

The ask. A written limit on how much the price can rise at renewal, agreed now.

Why. Price protection is the main reason buyers accept long terms. Get it on a short term instead and the reason to sign long mostly disappears. A vendor whose growth is slowing will look first at raising prices on existing customers; the cap is what keeps that conversation short.

Wording to start from. "Fees for any renewal term will not increase by more than [an agreed percentage] over the fees for the preceding term."

4. Your data back, in a usable format

The ask. A full export of your data, and of everything you configured, in a documented format another system can load, within thirty days of leaving and at no extra charge.

Why. Lock-in rarely comes from the contract term. It comes from the data and setup you cannot take with you. An export that arrives as a pile of screenshots, or only on a paid services engagement, is not an exit.

Wording to start from. "On termination, the supplier will provide within thirty days a complete export of customer data and configuration in a documented, machine-readable format, at no additional charge."

5. Deletion, confirmed in writing

The ask. After the export, deletion of your data from the vendor's systems, including backups within their normal cycle, with written confirmation.

Why. If the vendor is later bought, your data goes with the company unless it is gone. A deletion date and a certificate close that door.

Wording to start from. "Within sixty days after the export, the supplier will delete customer data and confirm the deletion in writing."

6. No training on your data without a yes

The ask. Your data, and what your team types into the tool, is not used to train or improve models that serve other customers unless you opt in.

Why. Many vendors already promise this in a policy page. A policy page can change; the contract cannot without your signature. For a sales or finance tool, the inputs are your pipeline, your prices and your customers.

Wording to start from. "The supplier will not use customer data or customer inputs to train or improve models made available to any other customer without the customer's prior written consent."

7. A ceiling on usage charges

The ask. If the price depends on usage, credits or tokens: a monthly ceiling, alerts before you reach it, and no silent overage billing.

Why. Seat pricing is predictable. Usage pricing moves with how much your team and your automations call the tool, and an agent left running can spend a quarter's budget in a week. Know the worst month before it happens.

Wording to start from. "Usage fees will not exceed [an agreed monthly amount] without the customer's written approval. The supplier will notify the customer at fifty and eighty percent of that amount."

8. Notice before the model underneath changes

The ask. Written notice before the vendor changes the underlying model provider or adds a new subprocessor that handles your data, with the right to object.

Why. Many AI tools are a product layer on someone else's model. When that model changes, answers, accuracy and where your data goes can all change with it, and you will want to test before it happens, not after.

Wording to start from. "The supplier will give thirty days' written notice before changing the underlying model provider or adding a subprocessor that processes customer data. If the customer reasonably objects, it may end the agreement without penalty."

9. You own what you build and what it produces

The ask. Ownership of the outputs, and of the prompts, workflows, scoring rules and templates your team builds inside the tool.

Why. After a year, the valuable part of most AI tools is the setup your team built: the rules, the templates, the instructions that make it work for your business. If the vendor owns that, leaving means rebuilding it from memory.

Wording to start from. "As between the parties, the customer owns all outputs generated for it and all configurations, prompts, workflows and templates it creates in the service."

10. The feature you bought stays in the plan you bought

The ask. The features you are paying for stay in your plan for the term, and if one moves to a higher tier, you can leave or keep it at your price.

Why. When an AI feature becomes popular, it tends to move up a tier or start costing credits. The feature you bought the tool for should not need an upgrade halfway through the contract.

Wording to start from. "Features included in the customer's plan at signature will remain available at the agreed fees for the term. If the supplier removes or reprices any of them, the customer may end the agreement without penalty."

How to use the list

Send it to the vendor before the pricing call, not after. Vendors build the discount around the term, so raising the term after the price is agreed reopens the whole deal. A confident vendor will say yes to most of the list quickly. The items they refuse are the useful part: they show where the vendor expects to change the deal on you.

You will not win all ten, and you do not need to. The first four do most of the work: a short term, an exit on acquisition, a price cap and your data back. With those four, the rest can be negotiated at the first renewal, from a stronger position.

One more date for the calendar

Most software renews itself unless you give notice, and the notice window closes well before the renewal date. Put the last day to give notice in the calendar, with a reminder a month before it, the day you sign. That is the day the next negotiation actually starts.