Negotiating Product, Service, and Marketing Agreements ... · Marketing Agreements Regarding AI and...

Negotiating Product, Service, and Marketing Agreements Regarding

AI and Robotics

Stephen S. WuDecember 5, 2018

LES Webinar

Four Key Principles

AI Law Practice

• Transactions

• Compliance

• Liability

• Investigations/Incident Response

• Governance

AI Law Practice(What is an AI/robotics lawyer’s job?)

• Transactions (dealmaker, negotiator, wordsmith)

• Compliance (teacher, advisor, conscience, lobbyist)

• Liability (advocate/defender)

• Investigations/Incident Response (detective)

• Governance (manager, auditor, conscience)

Technology Examples

7

Driverless Cars

Tesla Autopilot Mode

Waymo Van

Drone Commercialization

Ground Vehicle

Future Modes of Transportation

Personal Robots

Telepresence Robots

Service Robots

Security Robot

Industrial and Factory Robots

Service Robots

Surgical Robots

Nanotechnology

Brain-Computer Interface

Thought-Controlled Prostheses

Electronic Agents

The AI Doctor?

Large Scale Artificial Intelligence

Retail and Financial

Due Diligence and Investigations

Smart Cities

Part of Larger Trends

Exponential Increases in Computing Power

While Prices Are Falling

source: http://radar.oreilly.com/2011/08/building-data-startups.html

The AI View of the World

Ambient Intelligence

Social networks

Mobile computing

Big Data

Internet of ThingsCloud

ComputingAugmented

& Virtual Reality

Artificial Intelligence & Robotics

3D Printing & JIT

Manufacturing

Privacy & Security

Technologies

Body Area Network

How Does AI Work?

Technology Components

UltrasonicLiDARRADARCameraGPS

6-DOF State

Determination

Obstacle

Detection/TrackingLocalization

Path Planning Path Following

Sensing

Perception

Decision

Actuation

Steer-by-wire Brake-by-wire Throttle-by-wire Shift-by-wire

Sensing

Technology Components

UltrasonicLiDARRADARCameraGPS

“Seeing” with Sensors

LiDARCamera → RADAR

→

Technology Components

6-DOF State

Determination

Obstacle

Detection/TrackingLocalization

Perception

Technology Components

Path Planning Path Following

Decision

Technology ComponentsActuation

Steer-by-wire Brake-by-wire Throttle-by-wire Shift-by-wire

AI Surveillance Scenario

Information Manipulation

Deepfakes

Cyber Physical Threats

Implications for Contract Drafting and Negotiations

Purposes of a Written Contract

• The Transaction• Performance/expectations• Facilitate compliance• Scope• Risk• Exercise freedom of contract to establish rules• Remedies• Facilitate interpretation and dispute resolution• Evidence• Intangibles

Doing the Deal

• Click-through or X-wrap versus negotiated• Overview of negotiation process• Client discussions and document review• Drafting, using, and responding to form

agreements and clauses• Drafting goals• Working with the client, opponent, and opposing

counsel• Closing the deal• Post-closing activity

Tools at Our Disposal

• Obligations and restrictions• Specifications, acceptance testing, certification,

assessment, and audits• Licenses (e.g., software)• IP ownership clauses and assignments• Service level agreements• Data processing/protection addendums• Risk allocation and shifting

– Warranties– Disclaimers– Limitations of liability (exclusions, caps, and supercaps)– Indemnities

Documentation at our Disposal

• Agreements• Assignments• Audit reports and certifications• Top-level and subordinate policies• Operating procedures• Technical standards• Guidance• Training materials• Employee handbooks and policies

Applied to . . .

• AI transparency versus black box• Bias versus fairness• Sources, provenance, quality, and maintenance of data• Human-AI interaction/collaboration• Degree or means of interoperability• Deter, resist, or evidence malicious uses and fakes• Synergistic effects with other technology• Privacy and security• Cyber physical effects• AI side effects (e.g., job loss, dependence, or addiction)• Solutions: people, processes, and technology

Examples of Agreements

• Pacific Rim Jaeger Robot Sale, License, and Support Agreement

• Skynet AI Master Agreement

• Resources:– Law Insider

– Onecle.com

– Westlaw, Lexis, and Bloomberg

– Ken Adams on Contract Drafting and A Manual of Style for Contract Drafting

LES Member AI Action Steps

1-Learn About AI through News

2-Read this Book

3-Review AI and Robotics Forms

4-Join the Community – Meetup on Robotics and AI Legal Issues

5-Consider Joining the ABA Section of Science & Technology Law

6-Talk to Your Clients

7-Build Out

• Documents

• With tools

• Applied to cover specific AI and robotics deal points and risks

8-Reflect Fundamental Values

Behavior to be Addressed Legal Value Promoted

Unlawful Compliance

Fraudulent Trustworthiness

Concealment Truth

Unfair Fairness and Justice

Negligent Reasonableness and Security

Intrusive Respectfulness and Privacy

Authoritarian Freedom and Human Rights

9-Remember the Four Key Principles

Questions and Discussion

• Stephen S. Wu, Esq.

• Silicon Valley Law Group

• 1 N. Market St.

• Suite 200

• San Jose, CA 95113

• ssw@svlg.com

• Tel: (408) 573-5737

• www.svlg.com