AI Vendor Contract Redline Checklist Generator

Critical clauses: 5 | High clauses: 0

1. Data rights and model-training restrictions - Critical (14)
2. Termination and portability - Critical (14)
3. Pricing and annual uplift cap - Critical (13)
4. SLA and service credits - Critical (12)
5. Security incident notification and audit rights - Critical (12)

# AI Vendor Contract Redline Checklist - Candidate AI Vendor

## Contract context
- Contract stage: Renewal
- Annual spend band: $100k-$500k
- Risk tolerance: Balanced
- Fallback coverage: Partial
- Termination runway: 30-90 days
- Review cadence: Weekly

## Clause priority table
| Rank | Clause | Owner | Risk impact | Leverage | Priority index | Priority | Target redline | Fallback term |
|---|---|---|---:|---:|---:|---|---|---|
| 1 | Data rights and model-training restrictions | Security + Legal | 5 | 2 | 14 | Critical | No training on customer data and 30-day log retention maximum | No training on production data and 60-day retention maximum |
| 2 | Termination and portability | Legal | 5 | 2 | 14 | Critical | Termination for convenience with export APIs and migration support | Termination with documented export package and paid migration support |
| 3 | Pricing and annual uplift cap | Procurement | 5 | 3 | 13 | Critical | Cap annual uplift at 5% and add volume tier discount table | Cap annual uplift at 8% with quarterly true-up rights |
| 4 | SLA and service credits | Operations | 4 | 3 | 12 | Critical | 99.9% uptime with automatic credit issuance and incident RCA | 99.5% uptime with manual credit claim and monthly review |
| 5 | Security incident notification and audit rights | Security | 4 | 3 | 12 | Critical | Notify within 24 hours and provide annual independent audit evidence | Notify within 72 hours and provide annual SOC report summary |

## Negotiation execution checklist
1. Run one owner-led review for every Critical clause before live negotiation rounds.
2. Log accepted edits with reciprocal give/get terms so concessions stay bounded.
3. Close each meeting with unresolved blockers, owners, and dated approval windows.
4. Schedule executive checkpoint before accepting terms on any Critical clause.

## Meeting close controls
1. Confirm all accepted redlines and unresolved blockers in one decision log.
2. Assign legal/procurement owner and due date for each open clause.
3. Publish next-round agenda with target and fallback terms pre-approved.