MSA + AI Provisions
How AI changed the standard master services agreement. Companion guide to the Standard MSA — covers the AI-specific clauses plus the standard ones with their AI-specific overlays.
The Moment
Your business unit signed a one-page order form with an AI vendor. The order form incorporates an MSA, an AI Addendum that wasn't shared, and an Acceptable Use Policy that the vendor can change unilaterally. The AI Addendum gives the vendor a perpetual license to your inputs and outputs for "service improvement." The liability cap excludes IP infringement. The warranty disclaims accuracy. The vendor will not negotiate the addendum but will negotiate the MSA. You need to know what to fix in the MSA to neutralize the addendum, what is non-negotiable, and what to walk away from. This guide is organized so you can land on a single clause sub-page during a redline session and get exactly what you need.
Read the Standard MSA guide first if you are new to MSAs generally. This guide assumes you know the baseline.
Orient
Watchpoints
AI-Specific Provisions
Risk Allocation
Liability Cap
What the cap actually covers, what it doesn't, and the carveouts that let you collect when it matters.
Auto-Renewal
How auto-renewal language extends the contract by default, what notice windows actually mean, and the language to insert.
IP Indemnification
What the vendor's IP indemnity actually covers, what the typical exclusions remove, and the gap you need to close.
Warranty
Why the standard warranty clause does not protect you the way you think it does, and what to ask for instead.
SLA & Remedies
Service-level commitments, the credit-as-sole-remedy trap, and how to keep the SLA from becoming an empty promise.
New to MSAs?
The Standard MSA guide covers the underlying document — what an MSA is, the load-bearing clauses, and how to negotiate it. Read that first if you have not seen one of these before.
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