Assistant General Counsel, Commercial Contracts – AI, Data & IP

This is a fully remote position, open to applicants in United States.

📋 Description

• Take charge of AI provisions in agreements with customers, partners, and vendors, which encompasses training and improvement rights, de-identification and aggregation, model and output ownership, human oversight, performance and accuracy commitments, as well as transparency and explainability obligations, and AI-specific risk allocation.

• Create and maintain standard AI contract language and fallback positions.

• Negotiate terms related to data use and rights, including secondary use, derived data, retention and deletion, and downstream restrictions.

• Provide legal guidance to product and engineering teams regarding AI features prior to launch and identify any legal constraints arising from design decisions.

• Monitor AI regulations and health-sector AI guidelines, translating them into contract and product guidance.

• Transform privacy, compliance, and information security positions into contract language, standard clauses, and fallback positions.

• Negotiate Business Associate Agreements (BAAs), data processing agreements, data protection schedules, and security exhibits.

• Engage in negotiations regarding HIPAA, state health privacy, consumer privacy, offshore access, and subcontractor restrictions.

• Elevate non-standard deal positions to the Chief Privacy Officer and Compliance while providing feedback to enhance standards.

• Structure intellectual property ownership, license scope, feedback, and improvement provisions.

• Address inquiries related to open-source and third-party model and data licensing.

• Assist in the IP protection strategy, which includes invention capture, trade secret hygiene, and trademark issues.

• Draft, negotiate, and finalize commercial agreements such as customer Master Service Agreements (MSAs) and Statements of Work (SOWs), SaaS and data agreements, reseller and channel arrangements, vendor and technology agreements, NDAs, and government subcontracts.

• Independently manage deals from the initial draft to final signature, establishing negotiation objectives and timelines.

• Contribute to contract templates and playbooks aimed at reducing routine contracting cycle time.

• Advise the business on commercial risks and appropriate mitigation strategies.

• Collaborate with Sales and Client Success on active deals and renewals, including participating in customer calls and negotiations.

• Clearly articulate AI, data use, privacy, and intellectual property positions to commercial clients and counsel.

• Develop talk tracks, FAQs, and one-pagers for Sales and Client Success teams.

• Offer clear guidance on standard, negotiable, and escalated issues.

⛳️ Requirements

• Juris Doctor (JD) degree from an accredited law school and active membership in good standing with at least one U.S. state bar.

• Over 8 years of experience in commercial contracting at a law firm, in-house, or a combination of both, with significant time spent in-house.

• Proven expertise in AI and data rights provisions within commercial agreements, including training rights, model and output ownership, and data use limitations.

• Proficient understanding of HIPAA and health data privacy regulations, including BAAs, de-identification standards, and handling of Protected Health Information (PHI) in a vendor or business associate context.

• Substantial intellectual property experience in the software or data domain, covering licensing, ownership structuring, and open source issues.

• Experience in the healthcare industry, particularly in payer, payment integrity, health tech, provider, or a closely related field.

• A history of working directly with Sales or Client Success teams, including client-facing negotiations and clarifying legal positions to non-lawyers.

• Ability to operate within privacy and compliance boundaries, with the discretion to escalate when a deal surpasses approved standards.

• Sound judgment to advise a fast-paced business on unresolved issues without hindering or automatically approving deals.

• Preferred: experience in selling to or purchasing from health plans, along with familiarity with payer procurement and security review processes.

• Preferred: exposure to government healthcare contracting, including dealings with CMS, state Medicaid, or federal subcontracts.

• Preferred: experience in developing contract templates, playbooks, or managing a deal desk.

• Preferred: familiarity with emerging AI governance frameworks in regulated sectors.

🏝️ Benefits

• Ability to work from anywhere in the United States.

• Comprehensive Medical/Dental/Vision offerings.

• Flexible Spending Account (FSA) / Health Savings Account (HSA).

• Tuition reimbursement program.

• 401(k) plan with company matching.

• Additional health and wellness benefits and perks.

• A flexible and trusting work environment that empowers you to perform your best.

• Annual bonus opportunities.