Contracts · · 7 min read

Your AI wrote a contract. Ten things to check before anyone signs it

Every week someone sends us a contract an AI wrote and asks for a quick look. The drafts are usually fluent, well organised and about eighty per cent right. The other twenty per cent is where the money is. This is the list we work through.

Why fluent is not the same as right

A language model produces the most probable next sentence. For contracts, the most probable sentence is an average of everything it has read, and most of what it has read is American. So the draft will often say the agreement is governed by the laws of England and Wales and then, three pages later, talk about attorneys' fees, indemnification "to the fullest extent permitted by law" and termination "at will". Each of those phrases means something specific in its home jurisdiction and something vaguer, or nothing, here.

The second problem is that the model does not know your deal. It knows what a services agreement usually says. If your arrangement has an unusual payment structure, a piece of software that one side already owns, or a regulator looking over your shoulder, the draft will not know, and will fill the gap with the average.

The ten checks

  1. Parties. Is it the right legal entity, with its company number and registered office? AI drafts love "[Company Name], a corporation organized under the laws of [State]". A contract with the wrong party, or with a trading name that is not a legal person, is hard to enforce.
  2. Governing law and courts. One clause, and the whole document should be consistent with it. If it says English law, every other clause needs to work under English law. Look for "arbitration in Delaware" or "venue in the State of New York" hiding in the boilerplate.
  3. What is actually being supplied. The services, goods or licence should be described precisely enough that a stranger could say whether they were delivered. AI drafts describe them in the abstract ("the Services as described in Exhibit A") and then never produce Exhibit A.
  4. Price, timing and what happens on late payment. Check the numbers, the currency and VAT. Under English law a business can claim statutory interest on late commercial payments; a draft that imports American "collection costs" language may be weaker than the default.
  5. Intellectual property. Who owns what is created, and what was each side bringing in? AI drafts tend to assign everything to the customer, including the supplier's own pre-existing tools, or to say nothing at all. If software or content is involved, this is the clause most likely to cause a dispute later.
  6. Limitation of liability. Under the Unfair Contract Terms Act 1977 some exclusions do not work at all (death or personal injury caused by negligence), and others must be reasonable. A clause that excludes "all liability whatsoever" may be struck out entirely, leaving you with no cap. A sensible cap tied to the fees paid is usually stronger than a sweeping exclusion.
  7. Indemnities. American drafts indemnify both ways for almost everything. Under English law an indemnity is a powerful promise to pay on demand, so each one should be narrow and deliberate: third-party IP claims, perhaps, not "any and all losses".
  8. Term and termination. How long does it run, does it renew on its own, how much notice ends it, and what can be terminated immediately? "At-will" termination is not an English concept. Check also what survives termination: confidentiality, payment of sums due, IP, limitation of liability.
  9. Confidentiality and data protection. If personal data passes between the parties, UK GDPR requires specific written terms (Article 28 for processors). AI drafts usually include a generic confidentiality clause and no data processing terms, or an American "CCPA" reference that does nothing here.
  10. Signature and execution. A deed needs to be executed as a deed; a simple contract does not. AI drafts often put "IN WITNESS WHEREOF" and a notary block on a document that should simply be signed by an authorised person for each company.

Three things AI cannot do for you

It cannot negotiate. A draft is a starting position. If you send the other side a document you do not understand, you will not know which clauses to defend and which to trade.

It cannot know what you left out. The most expensive clause in a contract is often the one that is not there: an exit, a price review, a non-solicit, a step-in right. The model will not tell you what is missing because, from its point of view, nothing is.

It cannot be sued. If a lawyer's drafting is negligent you have a remedy and they have insurance. If the model's drafting is wrong, the loss is yours.

A cheaper route

For most early-stage arrangements the sensible order is: start from a template written by a lawyer for English law, adapt it to your deal with the drafting notes beside you, and pay for a fixed-fee check of the finished document only if the stakes justify it. That is usually cheaper than fixing an AI draft, because there is less to fix.

Atka Legal's forty startup templates start at £19, the NDAs are free to fill in online, and a fixed-fee review of any draft, AI-written or not, starts at £149.

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