An AI consulting contract must include: intellectual property ownership of code and models, GDPR-compliant data handling, measurable performance metrics, exit plan, and knowledge transfer. Without these clauses you risk technological lock-in and loss of control over your data.
Why an AI consulting contract is different from a traditional IT contract
Many Italian SMEs approach their first AI consulting contract as if it were a standard IT contract. The result: models and prompts that are not company property, company data used for public model training, systems impossible to migrate, and vague SLAs.
The 9 essential clauses
- Specific contract object: Detailed description of the system to build, not generic. "AI agent for automated handling of commercial emails from the sales@ inbox, integrated with HubSpot, in Italian" is acceptable. "AI solutions implementation" is too vague.
- Intellectual property: Who owns models, prompts, datasets, and code. Must be the client company.
- Data management and privacy: Where data lives, who is responsible, what happens in case of breach.
- SLAs and performance KPIs: Measurable success metrics and penalties for non-achievement.
- Milestones and payment conditions: Payment tranches tied to concrete deliverables, not fixed dates.
- Exit clause: How to exit without technological lock-in.
- Liability and limitations: Who is responsible if AI makes an error causing customer damage.
- AI Act compliance: Who ensures the system complies with the European AI Act.
- Non-compete and non-solicitation: Reasonable limits on the consultant offering identical systems to direct competitors.
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Tell us about your projectThe IP clause in detail
Four types of intellectual assets are created in an AI project: fine-tuned proprietary models, prompt chains, training datasets, and integration code. All must belong to the client company. If the consultant retains ownership, they can resell variants to your competitors and you are tied to their infrastructure forever.
The exit clause test
Read the exit clause and ask: "If I decided tomorrow to change providers, how quickly and with how much effort could the new provider take control of the system?" If the answer is "a few weeks," the clause works. If the answer is "months of reconstruction" or "impossible," you are signing lock-in.
Our model
The template IL DOGE DI VENEZIA uses with clients follows all these rules. Full IP ownership to the client, data on private infrastructure, SLAs with business KPIs, milestone-linked payments, clear exit clause. Clients stay not because they are locked in, but because we keep generating value.
If you want to see our contract template, contact us. We share it freely, even if we never work together.