Client Consent Clause for Generative AI Use

How to use this document

• What it is for. It provides a base clause for engagement letters, proposals or professional-services contracts (law firms, accounting and audit firms, consultancies, agencies) that informs the client about the use of generative AI and records the client's choice. It includes three consent options, a short version and a form.
• Who should own it. The partners or firm management, with legal or compliance. Enter the function in [RESPONSIBLE FUNCTION] and the person in [OWNER].
• Decisions to take first. Decide which tools the firm uses and with which contractual safeguards (annex in section 5), which tasks AI supports, whether the firm will offer all three options in section 2 or only some, and how AI use will be reflected in fees (clause 1.6).
• Fields to complete. Replace [ORGANIZATION NAME], [LEGAL ENTITY NAME], [PRIVACY EMAIL], [AI GOVERNANCE EMAIL], [VENDOR] and [COMPLETE]. Number the clause to fit the contract it goes into; "1" is used here.
• Professional rules. Confidentiality and professional secrecy rules depend on the profession and the country. In the US, American Bar Association Formal Opinion 512 (July 2024) takes the view that, before entering information relating to a representation into tools that can learn from what is entered, the client's informed consent is needed, and that boilerplate in an engagement letter is not enough for that; state rules and opinions may add requirements. In other countries, check the ethics rules of your bar or professional body: [COMPLETE: confirm with your advisor the applicable professional secrecy rules].
• Personal data. The client's professional consent does not replace the legal basis that data protection law may call for to process third parties' personal data (the client's employees, counterparties) in AI tools. Review clause 1.5 with your privacy lead.
• Country variants. This document has no country variants. Adjust clause 1.5 and the governing law in the main contract.
• Review and approval. Have your legal counsel review the adapted version, approve it internally and record the version in "Version history." Always use the current version for new engagements.

Client Consent Clause for Generative AI Use

1. Clause for the engagement letter or contract

1. Use of generative artificial intelligence tools

1.1. Information. [LEGAL ENTITY NAME] ("the Firm") may use generative artificial intelligence tools to support the delivery of the services, for example to research and summarize documents, prepare drafts, review and compare texts, translate, analyze data or transcribe meetings. These tools do not replace the Firm's professional judgment.

1.2. Tools and safeguards. The Firm only uses tools that are internally approved and contracted on terms that: (a) prevent the vendor from using the Client's information to train its models; (b) limit retention of the information to the time needed to provide the service or the agreed period; (c) require the vendor to keep the information confidential and apply appropriate security measures; and (d) restrict access to authorized persons. The list of tools in use is in the annex to this clause and an updated version is provided to the Client on request.

1.3. Confidentiality and professional secrecy. The use of these tools does not change the Firm's confidentiality obligations or, where applicable, its professional secrecy obligations. The Firm does not enter into generative AI tools any Client information that is not needed for the task, applies anonymization or pseudonymization where possible and does not use public or consumer tools with Client information.

1.4. Professional review and responsibility. Every output obtained with the support of generative AI is reviewed and validated by a Firm professional before it is delivered to the Client or used on the Client's behalf. The Firm keeps the same professional responsibility for the services provided, regardless of the tools used.

1.5. Personal data. Where the use of these tools involves processing personal data provided by the Client, the Firm will do so in accordance with applicable data protection law and with the parties' agreement on data processing, using vendors acting as processors or subprocessors under contract. [COMPLETE: reference to the data processing agreement or the data protection clause of the contract]. For more information: [PRIVACY EMAIL].

1.6. Fees. [COMPLETE: choose one option] (a) The use of generative AI does not result in additional charges to the Client; time-based fees reflect the time actually spent, including review of the outputs. (b) The cost of generative AI tools is passed on as an expense on the following terms: [COMPLETE].

1.7. Client's choice. The Client indicates the option it chooses in the "Client consent" section. If it does not mark any option, the Firm will apply [COMPLETE: option B or option C, at the Firm's discretion] until the Client indicates otherwise.

1.8. Changes and withdrawal. The Client may change or withdraw its choice at any time, in writing to [AI GOVERNANCE EMAIL], effective for work done after the notice is received. The Firm will inform the Client before adopting tools that materially change the safeguards described in clause 1.2.

1.9. Specific instructions. If the Client has its own policies on the use of AI by its service providers, it will communicate them to the Firm, which will apply them to the extent they are compatible with delivering the services or, if not, will tell the Client so that a solution can be agreed.

2. Consent options

Insert all three options or only those the Firm offers.

Option	Text for the Client
A. General consent	The Client authorizes the Firm to use the generative AI tools listed in the annex, with the safeguards in clause 1, with information relating to this engagement.
B. Limited consent	The Client authorizes the use of generative AI tools only for the following tasks or with anonymized information that does not identify the Client or third parties: [COMPLETE]. Any other use will require prior written authorization.
C. No use	The Client does not authorize the use of generative AI tools with information relating to this engagement. The Firm may continue to use general tools that do not receive Client information (for example, to consult public sources).