Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Agentic AI Procurement Agreement (US) by OCS
Open Contract StandardsUpdated 23 Oct 2026
Prefer the original wording?
AGENTIC AI PROCUREMENT AGREEMENT
This Agentic AI Procurement Agreement (this “Agreement”) is made effective as of [effective date] (the “Effective Date”), by and between:
(1) [customer legal name], a [customer entity type] organized under the laws of [customer state of organization] with its principal place of business at [customer address] (the “Customer”); and
(2) [vendor legal name], a [vendor entity type] organized under the laws of [vendor state of organization] with its principal place of business at [vendor address] (the “Vendor”).
The Customer and the Vendor may be referred to individually as a “Party” and together as the “Parties”.
WHEREAS, the Vendor develops and operates the Agentic Service, an AI agent service capable of planning and executing actions on a customer's behalf, autonomously or subject to human approval;
WHEREAS, the Customer wishes to procure and deploy the Agentic Service in its operations, subject to a defined delegation of authority, outcome-based performance standards, and the other terms of this Agreement; and
WHEREAS, the Parties intend that the authority the Customer delegates to the Agentic Service, and the guardrails on that authority, are set out in Exhibit A, the performance standards in Exhibit B, and the fees in Exhibit C.
NOW, THEREFORE, in consideration of the mutual covenants set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. DEFINITIONS
1.1 “Agentic Service” means the AI agent service identified in Exhibit A, including all AI Features, AI Technology, software, models, credentials, and interfaces the Vendor uses to provide it, that is authorized to plan, decide, and execute actions on the Customer's behalf within the Delegation of Authority.
1.2 “AI Customer Input” means information, data, materials, text, prompts, instructions, or other content that is provided or made available by or on behalf of the Customer or its authorized users to the Agentic Service, or collected or received by the Agentic Service for or on behalf of the Customer, including for purposes of configuring, grounding, or customizing the Agentic Service for the Customer.
1.3 “AI Customer Output” means information, data, materials, text, code, communications, decisions, actions, or other content generated or otherwise output by the Agentic Service in response to AI Customer Input or from the operation of the Agentic Service for the Customer, including the content of Autonomous Actions.
1.4 “AI Feature” means any feature, functionality, or component of the Agentic Service that incorporates, uses, depends on, or employs any AI Technology.
1.5 “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, and all software implementations of any of the foregoing.
This is a preview. The full template is free on GitLaw.
This agreement provides a legal framework for a company to procure an AI agent capable of planning and executing actions autonomously. It establishes a formal Delegation of Authority, including Autonomous Actions, Escalation Triggers, and a mandatory kill switch to immediately suspend operations.
About this template
What is this template?
This is a specialized software procurement agreement for AI agents that act autonomously rather than just processing data. It contains unique controls for a Delegation of Authority and a Shadow-Mode pilot that are not found in standard SaaS agreements. It is NOT a general SaaS agreement or a simple consulting contract.
When should you use it?
Use this when the AI service will interact with third parties or execute transactions without a human in the loop. The nearest alternative is a standard AI SaaS agreement, but that would lack the kill-switch and decision-log audit provisions contained here.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.2 | Delegation of Authority | Defines the scope of Vendor operations through categories of Autonomous Actions, Approval-Required Actions, and Prohibited Actions set out in Exhibit A. |
| 4 | Shadow-Mode Pilot and Acceptance | Requires the Agentic Service to run for a [pilot period] without executing live actions before the Customer provides written acceptance. |
| 5.1 | Outcome-Based Service Levels | Obliges the Vendor to meet accuracy, timeliness, and escalation compliance rates defined in Exhibit B rather than simple uptime metrics. |
| 6.1 | Kill-Switch Mechanism | Requires a console control, API, and emergency contact to suspend the service within [kill switch effectiveness] minutes of activation. |
| 7 | Model Changes | Provides a [model change notice period] and a re-acceptance right before the Vendor may deploy new Base Models. |
| 8.2 | No Training on Customer Data | Prohibits the Vendor from using Customer Data or Confidential Information to train, tune, or improve any AI Technology. |
| 9.1 | Decision Logs | Mandates human-readable logs for every action including the material inputs and the logic used to propose or execute the action. |
| 14.3 | Autonomous-Action Indemnity | Requires the Vendor to indemnify the Customer against third-party claims arising from AI acts outside the Delegation of Authority. |
Who it's for
- a company procuring an AI agent capable of planning and executing actions on its behalf
- an enterprise deploying AI agents into production environments requiring a technical kill switch
- a customer requiring outcome-based performance warranties rather than simple service availability metrics
- a vendor offering autonomous AI services that need defined guardrails and liability caps
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
[initial term (e.g. 12 months)]
Notice to end it
[non-renewal notice period (days)]
Survives the end
DEFINITIONS, In-Flight Transactions, No Training on Customer Data, Return and Deletion, DECISION LOGS, EXPLAINABILITY, AND AUDIT, CONFIDENTIALITY, Disclaimer, INSURANCE, INDEMNIFICATION, LIMITATION OF LIABILITY, Effect of Termination, Survival, TRANSITION-OUT ASSISTANCE, GENERAL PROVISIONS
Signed by
Customer, Vendor
Witness
Not required
Notarisation
Not required
Also needed
electronic execution permitted per 15 U.S.C. 7001
Law it's drafted under
Refers to
15 U.S.C. Section 7001
Categories
Jurisdiction
General (US)
Document info
GitLaw document. Document created on Fri Oct 23rd, 2026. Last updated on Fri Oct 23rd, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
Come to agreements faster
Write, review, negotiate, and manage legal contracts
Related documents
Report a Violation on Formulaic by Mozilla
This notice explains how users can report content policy violations on a digital platform and outlines the subsequent moderation and appeals process. It specifies the information required for a report, the potential penalties for publishers, and the six-month window for appealing a moderation decision.
Updated 13 Aug 2026
California (US)
Terms of Service by Mozilla
This agreement sets out the legal terms for using the software and services provided by a technology corporation, including both free and paid subscription levels. It establishes user conduct rules, licensing restrictions, and mandatory arbitration for resolving disputes under California law.
Updated 13 Aug 2026
FeaturedUS
Cloud Service Agreement by Common Paper
This template establishes terms for providing and accessing software-as-a-service, incorporating an order form, framework terms, and a service level agreement. It includes specific sections for machine learning data usage, variable liability caps, and uptime commitments with corresponding service credits.
Updated 13 Aug 2026
US
Github Terms Github Pre Release License Terms (GitHub)
This software license governs the use of pre-release, non-production versions of products for testing and evaluation. It restricts use to internal non-production environments and grants the company broad rights to collect telemetry data and feedback.
Updated 13 Aug 2026
California (US)
Github Open Source Applications Terms And Conditions (GitHub)
These terms govern the use of executable code for open source applications provided by a software company. They clarify that while source code is under separate open source licenses, the executable version is subject to these specific conditions, including trademark restrictions on logos and auto-update service limitations.
Updated 13 Aug 2026
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
1
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
2
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
3
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Juliana Calil
Principal Counsel · Technology & Entertainment
20+ years in-house at Google, Intel, Disney and Looker
Adam Wardel
General Counsel, Data Privacy Officer & AI Advisor
12+ years leading legal & privacy for SaaS and AI companies
John Hoffman
Associate Director, Corporate Counsel · Life Sciences & Technology
20+ years in corporate counsel, incl. senior counsel at Certara
Richard Nohe
General Counsel · Telecom, Cloud & Data Centers
20+ years in-house, regional General Counsel at BT across 30+ countries
Joe Al-Khayat
General Counsel · Technology & High-Growth Companies
Cross-jurisdictional M&A and SaaS contracting across the UK, US & Australia
Joshua Woo
Technology, AI & Privacy Counsel · APAC
Former Goldman Sachs Executive Director for AI, cybersecurity & privacy in APAC
Sahil Verma
International Business & Investment Lawyer
13+ years in business law, investment law & dispute resolution
Matthew Willis
CRO & General Counsel · SaaS
Former President of the ACC's 2,200-attorney Chicago Chapter · JD + Kellogg MBA
Mayowa Ogunrinola
Legal Consultant · Fintech & AI Compliance
Regulatory strategy, AI governance & data protection for fintech and AI
Steven J. Shanker
Partner and Chair of Corporate and Employment Law
25+ years as a corporate & employment attorney in New York
Rebecca Babbage
Legal Counsel · Financial Services, Corporate & Governance
UK-qualified solicitor working in-house with regulated entities in financial services
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.