The AI Deal: Who Bears the Risk? Negotiating AI Vendor Contracts

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Enterprise AI procurement has moved rapidly from experimentation to dependency. Ramp’s analysis of $100 billion business transactions found that 50.4% of businesses were paying for AI services. Among 542 U.S. executives whose organizations had active paid AI-vendor contracts, 74% said losing their primary AI vendor would disrupt operations or leave their organization unable to function, according to a 2026 Zapier/Centiment survey. Yet the risks do not end when the contract is signed: 57% of enterprise AI buyers surveyed by Levelpath reported experiencing a spend-related problem with an AI vendor in the prior six months, including unexpected invoices and usage limits. Meanwhile, EDUCAUSE’s 2025 procurement survey found that 21% identified opaque vendor contract terms as a major AI-procurement challenge, while 77% considered whether institutional data could be used to train AI models.

Against this backdrop, the AI, Data Privacy, and Cybersecurity Committee presents a practical discussion of what in-house counsel should know before approving an AI vendor agreement—and what can go wrong afterward. Our panelists will examine the negotiation of AI performance warranties, data and model-training rights, IP and indemnification, privacy and cybersecurity, liability caps, pricing, model changes, audit rights, and termination and portability provisions. Using emerging AI litigation and real-world contracting scenarios, the panel will explore one critical question: When AI goes wrong, who bears the risk—and did the contract allocate it effectively?

PANELISTS:
David Tollen, Partner, Sycamore Legal 
Liam Penwell, Outside Counsel, Penwell Law 
Darren Abernethy, Outside Counsel, Greenberg Traurig
Jasmine Singh, General Counsel, Ironclad  
Vincent Sheu, Founding Chief Legal & Strategy Officer, Twin1 AI

Moderator: Bess Ho, AI, Data Privacy, and Cybersecurity Committee

Food and non-alcoholic drinks will be provided.

Target Audience

• In-House Counsel & General Counsel overseeing AI procurement, technology transactions, vendor management, and enterprise risk.
• Technology Transactions, Commercial & Corporate Counsel negotiating AI, SaaS, licensing, MSA, and strategic technology agreements.
• Privacy, Cybersecurity & Data Counsel addressing AI data use, confidentiality, security, and regulatory obligations.
• AI Governance, Compliance & Risk Professionals responsible for vendor due diligence, AI risk assessment, and ongoing contractual oversight.
• Procurement, Legal Operations & Business Leaders involved in evaluating, approving, negotiating, and managing AI vendor relationships.