⚖ Responsible AI

AI Ethics Provisions

Build responsible AI practices into your NDAs. Address bias, prohibited uses, transparency, and human oversight with ready-to-use ethical AI clauses.

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Core Ethics Categories

Key areas where AI NDAs should address responsible use

⚖ Bias & Fairness

Ensure AI systems don't discriminate or perpetuate harmful biases.

  • Bias testing requirements
  • Fairness metric disclosure
  • Disparate impact monitoring
  • Corrective action procedures

👁 Transparency

Enable understanding of how AI systems make decisions.

  • Explainability requirements
  • Decision factor disclosure
  • Audit trail preservation
  • Documentation standards

👥 Human Oversight

Maintain meaningful human control over AI decisions.

  • Human-in-the-loop requirements
  • Override mechanisms
  • Escalation procedures
  • Decision accountability

Prohibited Applications

AI uses that should be explicitly banned in NDAs

⚔

Autonomous Weapons

Lethal autonomous systems, weapons targeting, or military applications without human control.

🕵

Mass Surveillance

Indiscriminate monitoring, social scoring, or tracking that violates privacy rights.

⛔

Discriminatory Decisions

Systems that discriminate in employment, housing, credit, or other protected areas.

📷

Non-Consensual Deepfakes

Creating fake media of individuals without consent, especially for deception or harassment.

🧠

Psychological Manipulation

Exploiting vulnerabilities, addiction mechanisms, or dark patterns that harm users.

🔐

Privacy Violations

Unauthorized data collection, tracking, profiling, or surveillance of individuals.

Essential Ethics Provisions

Key clauses to include in AI-related NDAs

📊 Bias Testing Requirement

Requires parties to conduct bias testing before deploying AI systems, document methodologies, and share results when relevant to the NDA's purpose.

High-Risk AI: Required

⛔ Prohibited Use List

Explicitly lists applications where the AI technology cannot be used, with specific examples and clear boundaries.

All AI NDAs: Required

👥 Human Oversight Mandate

Requires meaningful human involvement in high-stakes decisions, defines escalation thresholds, and ensures override capability.

Decision Systems: Recommended

📋 Transparency Obligations

Defines what information about AI decision-making must be disclosed to affected parties and regulators.

Consumer AI: Recommended

🔍 Audit Rights

Grants rights to audit AI systems for bias, safety, and compliance while protecting confidential implementation details.

Enterprise AI: Recommended

💰 Liability Allocation

Specifies who is responsible when AI systems cause harm, including indemnification and insurance requirements.

All AI NDAs: Required

Sample Clause Language

Ready-to-use ethics provisions for AI NDAs

⚖ Prohibited Uses Clause

"Receiving Party shall not use Confidential Information, including any AI models, training data, or algorithms, for the following purposes: (a) development or deployment of autonomous weapons systems; (b) mass surveillance or social scoring applications; (c) generating non-consensual synthetic media depicting identifiable individuals; (d) making automated decisions that discriminate on the basis of protected characteristics; or (e) any application that violates applicable law or internationally recognized human rights."

Customize the list based on your specific technology and risk profile.

📊 Bias Testing Requirement

"Prior to deploying any AI system developed using Confidential Information in production environments, Receiving Party shall: (a) conduct bias testing using industry-standard methodologies; (b) document testing procedures and results; (c) implement reasonable mitigation measures for identified biases; and (d) upon Disclosing Party's request, provide a summary of testing methodologies and material findings, subject to Receiving Party's reasonable confidentiality requirements."

Specify particular testing frameworks if your industry has standards.

👥 Human Oversight Provision

"For any AI system that makes or materially influences decisions significantly affecting individuals' rights, opportunities, or access to services, Receiving Party shall maintain meaningful human oversight, including: (a) human review of high-stakes decisions before implementation; (b) mechanisms for human override of AI recommendations; (c) clear accountability chains for AI-assisted decisions; and (d) accessible processes for individuals to request human review of AI decisions affecting them."

Define "high-stakes decisions" specific to your use case.

🔍 Audit Rights

"Disclosing Party shall have the right, upon reasonable notice and no more than annually, to audit Receiving Party's use of Confidential Information for compliance with this Agreement's ethical use provisions. Such audits may be conducted by Disclosing Party or an independent third-party auditor acceptable to both parties. Audit scope shall be limited to ethical compliance and shall not require disclosure of Receiving Party's proprietary methodologies or business-sensitive information unrelated to compliance."

Balance audit rights with the receiving party's legitimate confidentiality interests.

Implementation Guide

How to incorporate ethics provisions effectively

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