Negotiating Product, Service, and Marketing Agreements Regarding AI and Robotics Stephen S. Wu December 5, 2018 LES Webinar
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
• Tel: (408) 573-5737
• www.svlg.com