Drafting AI Provisions in Commercial Contracts: Beyond the SaaS Template

Harshita K. Ganesh, Associate | CMBG3 Law

Harshita K. Ganesh is an Associate Attorney at CMBG3 Law in the firm’s Boston and Los Angeles offices, where she serves as primary case-handling attorney for 30 to 50 active cases simultaneously for major seven-figure clients. Her practice spans multidistrict litigation in environmental law, product litigation, and employment law, including harassment, discrimination, and retaliation matters. Harshita serves as Chair of the firm’s AI Committee, coordinating firm-wide AI use policy and AI risk mitigation efforts.

• Education & Credentials

Harshita earned her J.D. from Georgetown University Law Center in 2024, where she served as Senior Editor for the Annual White Collar Crime Survey of the American Criminal Law Review. She completed her first-year J.D. coursework at the University of Massachusetts School of Law (top 3% of class) and holds a B.S. in Chemical Engineering with a specialization in Biochemical Engineering from Katholieke Universiteit Leuven in Belgium. She is admitted to the Massachusetts and California Bars, the Federal District Courts for the District of Massachusetts and the Central District of California, and the U.S. Court of Appeals for the First Circuit.

• Recognition & Leadership

Harshita has been selected as second chair for a major trial in California (April 2026) and serves as Chair of the AI Committee at CMBG3 Law. She was credited in Victoria Nourse, The Common Law’s Resistance to Gender Violence, in the Iowa Law Review (Vol. 110, Issue 1, 2024).

• Professional Involvement

Harshita is a published author in Law360 on AI Accountability Systems, in Massachusetts Lawyers Weekly on AI Vendor issues, and in Corporate Counsel on AI Vendor Risks. She spoke at the WIPL Conference on Legal Technology and AI Innovation (October 2025), moderated a panel for the ALM General Counsel Conference on “Litigation in the Age of AI” (April 2026), and co-presented at ARMA InfoNext 2026 on welcoming AI to master information governance (April 2026). She was the main guest on Legal Speak with Charles Garner (April 2026) and Adventures in Legal Technology with Jarred Correia (March 2026) on how law firms should implement AI.

• Experience

Harshita has led successful settlement negotiations for major seven-figure clients, drafted more than ten successful summary judgment motions, motions to dismiss, and responsive pleadings for federal and state court cases, and participated in over 50 depositions. She is well-experienced in large-volume document productions, eDiscovery, and pre-trial litigation procedures. Earlier in her career, she was a Summer Associate at Quinn Emanuel Urquhart & Sullivan and served as an Academic Legal Intern for the Trial Bureau Felony Division at the Harris County District Attorney’s Office.

Tyler J. Thompson, Partner | Reed Smith LLP

Tyler J. Thompson is a Partner at Reed Smith LLP in the firm’s Denver office and a member of its Emerging Technologies practice, where he advises clients on data privacy and protection, technology contracts and contract processes, websites and mobile apps, digital accessibility, artificial intelligence, and data issues in the franchise space. In the technology space, Tyler counsels on artificial intelligence (including generative AI and LLMs), open-source software, digital marketing, software licensing, and SaaS agreements. With a practice focus in digital compliance, Tyler handles all aspects of a client’s website, platform, and mobile app to ensure compliance while maintaining the best user experience.

• Education & Credentials

Tyler earned his J.D. from the University of Colorado, Boulder in 2015, and his B.A. from the University of Colorado, Boulder in 2012. He holds the ISACA Certified Data Privacy Solutions Engineer (CDPSE) certification (2021).

• Recognition & Leadership

Tyler has been named to 5280 Magazine’s “Denver’s Top Lawyers” (2024–2025) in the Communications/Technology category and listed in The Best Lawyers in America, “Ones to Watch,” in Privacy and Data Security (2023). He has also served as Adjunct Professor of Business Law and Public Policy at the University of Denver’s Daniels College of Business MBA Program (2019–2022).

• Professional Involvement

Tyler is a frequent commentator on AI regulation, having appeared on the StateScoop podcast to discuss Colorado’s review of its AI Act and on Denver 7 News on Colorado’s AI regulation and the White House AI Action Plan. He authored coverage of the Colorado Artificial Intelligence Act on the Technology Law Dispatch and has been featured on Reed Smith’s Disputes in Perspective podcast in “The Denver Docket: Catching the privacy wave” (October 2025).

• Experience

Tyler led a technology team in a SPAC acquisition of an AI-enabled preventative medicine company and works with clients to modernize commercial contracting processes and privacy practices, enabling in-house attorneys to function more efficiently. He advises on international regulatory regimes across data privacy, AI, and cybersecurity, including in jurisdictions where Reed Smith does not have offices. Tyler is also a Federal Aviation Administration Private Pilot.

Talia Boiangin, Associate | Reed Smith LLP

Talia Boiangin Behar is an Associate at Reed Smith LLP in the firm’s Miami office and a member of its Emerging Technologies team, where she advises both established and emerging companies in a variety of data- and technology-intensive sectors, including artificial intelligence (including generative AI and LLMs), SaaS, cloud-based technology, e-commerce, consumer electronics, mobile applications, and other online business offerings. Talia structures, drafts, and negotiates license and development agreements, collaboration agreements, vendor and sales agreements, internet and e-commerce transactions, privacy policies and notices, terms of service, and master products and services agreements.

• Education & Credentials

Talia earned her J.D., cum laude, from the University of Miami School of Law, with a concentration in Business of Innovation, Law, and Technology, where she served as Online Publication Editor of the Inter-American Law Review. She holds a B.S. with honors from Florida State University (2016). She is a member of The Florida Bar and a Certified Information Privacy Professional (CIPP/US) and Certified Information Privacy Manager (CIPM).

• Recognition & Leadership

Talia serves as First Vice Chair of the Computer Law and Technology Committee, Chair of the Business Law Section’s Computer Law and Technology Committee, and Chair of the Orange County Bar Association Technology Committee. She has been a member of the International Association of Privacy Professionals (IAPP) since 2018.

• Professional Involvement

Talia counsels clients on complex transactions involving privacy, data, security, and technology, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and Florida Digital Bill of Rights (FDBR). She co-presented “How to Actually ‘DO’ Privacy: Implementing a Practical Privacy Compliance Program at any Company” with Tyler Thompson (October 2025), and earlier in her career served as a Fellow of the Miami Law Startup Practicum, Technology Law Clerk at Legal Services of Greater Miami, Legal Extern at the University of Miami Office of Technology Transfer, and Legal Fellow at the Cyber Civil Rights Initiative.

• Experience

Talia has significant experience leading and coordinating due diligence efforts for both buy-side and sell-side clients, including identification and assessment of data privacy, cybersecurity, AI, and technology risks. She regularly prepares due diligence reports, negotiates representations and warranties, and advises on risk mitigation strategies related to data protection, technology assets, and privacy exposures in mergers, acquisitions, and other transactions.

SESSION 1 – Drafting Service Levels and Remediation for Agentic AI | 1:00pm – 1:30pm

Address core drafting challenges when AI shifts from passive tool to autonomous actor, including service descriptions, accuracy thresholds, fitness-for-purpose warranties, BPO-style delegation-of-authority clauses, model-drift SLA triggers, remediation frameworks, SLA credits, cure rights, and audit-log obligations.

SESSION 2 – Why SaaS Contracting Fails for AI Products | 1:30pm – 2:00pm

Examine why standard SaaS contracting architecture is structurally inadequate for agentic AI, including platform-access licensing, broad liability caps, warranty disclaimers, vendor data rights asymmetry, pricing model disruption, and the hybrid SaaS/BPO model emerging in sophisticated AI agreements.

BREAK | 2:00pm – 2:10pm

SESSION 3 – Intellectual Property, Training Data Rights, and Output Ownership | 2:10pm – 2:40pm

Examine intellectual property allocation, training data rights, and output ownership issues SaaS templates fail to address, including copyrightability of AI outputs, training data litigation, vendor representations, output ownership, prompt confidentiality, deletion obligations, and tiered ownership structures.

SESSION 4 – Mapping the EU AI Act, Colorado AI Act, and Sector Rules | 2:40pm – 3:10pm

Allocate compliance responsibilities across the EU AI Act, Colorado AI Act, federal financial services model risk guidance, and FDA healthcare AI oversight, including penalty-calibrated indemnification, cooperation covenants, exit provisions, model component extraction, and the Digital Omnibus drafting variable.