Enterprise AI MSA Playbook
The practical legal guide to negotiating AI vendor agreements — from first draft to signed deal.
AI contracts are moving faster than legal practice has caught up. This Playbook gives founders, in-house teams, and external counsel a structured, clause-by-clause resource to negotiate with confidence — without starting from scratch every time.
Built for Real Deals
Every section is grounded in how AI vendor negotiations actually unfold — not how they look in a law school hypothetical.
AI MSA Clause Library
Annotated model clauses covering data ownership, training data provenance, output indemnification, and liability caps — ready to negotiate from.
Risk Allocation Frameworks
Clear guidance on how to allocate AI-specific risks between vendors and enterprise buyers, with negotiation commentary for each position.
Regulatory Compliance Mapping
How AI MSA terms intersect with GDPR, PIPEDA, the EU AI Act, and emerging North American frameworks — with practical drafting implications.
Red Flag Checklist
The clauses that should give any counsel pause — and the language to propose instead. Built from real deal review experience.
Vendor & Buyer Perspectives
Both sides of the table covered. Whether you're selling AI or procuring it, the Playbook addresses your specific leverage points and priorities.
Negotiation Playbook
Step-by-step negotiation guidance with escalation paths, fallback positions, and the rationale behind each recommended stance.
Written for the People in the Room
The Playbook addresses three distinct perspectives — because the same clause looks very different depending on which side of the table you're on.
AI SaaS Founders
You're closing enterprise deals and facing procurement teams with lengthy MSA redlines. Understand what to concede, what to protect, and how to close faster without giving away the store.
In-House Counsel
Your business wants to move quickly on AI vendor contracts. You need a framework to review deals efficiently, identify non-negotiables, and advise stakeholders with confidence.
External Counsel
Your clients are asking you to review AI agreements in a rapidly evolving legal landscape. The Playbook gives you a structured, practical reference point to anchor your advice.
Laith Sarhan
Founder, Sarhan Data Law
Laith Sarhan is a data and technology lawyer who advises AI companies and their enterprise customers on the legal infrastructure of responsible scale. His practice sits at the intersection of privacy law, AI governance, and commercial contracting — giving him a 360-degree view of how AI deals get structured, negotiated, and closed.
Learn more about LaithFrequently Asked Questions
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