Description

The Master Services Agreement for AI Vendors is the foundational contract for ongoing relationships with AI
service providers. While NDAs and DPAs address specific risks, an MSA provides the comprehensive legal
framework covering intellectual property, liability allocation, indemnification, insurance requirements,
termination rights, and dispute resolution. This template is specifically designed for AI vendor relationships,
addressing the unique risks of machine learning systems, generated content ownership, algorithmic
decision-making liability, and evolving regulatory compliance.
What’s Included
• AI-Focused MSA Template – 25-page master agreement covering scope definition, IP ownership, AI
output rights, training data restrictions, liability caps with AI carve-outs, indemnification, warranties, and
termination procedures
• Statement of Work (SOW) Template – Modular template for defining project-specific deliverables,
timelines, acceptance criteria, and pricing structures
• Order Form Template – Standardized form for procuring additional services, licenses, or features under
the MSA
• Amendment Template – Pre-drafted amendment format for contract modifications with version tracking
Key Differentiators
This MSA includes provisions for: AI model ownership and licensing, generated content IP assignment,
training data return/destruction requirements, continuous improvement clauses with customer approval rights,
regulatory change termination triggers, and force majeure provisions specific to AI systems. The liability
framework distinguishes between traditional software failures and AI-specific harms like algorithmic
discrimination. Unlike standard MSAs, this addresses the unique challenges of probabilistic systems and
regulatory uncertainty.
Target Audience
Legal counsel, procurement directors, CTOs, and business leaders establishing long-term strategic relationships
with AI technology vendors and platform providers.