Free template · For engineering and construction companies

The AI clause your subcontract is missing

By Jared Smith, Founder & CEO, SymphonIQ · Updated October 17, 2026 · 12 min read

Free model language for contractors: twelve provisions, a Word rider, and the notes counsel will want.

The AIA and ConsensusDocs forms most contractors build on were written for a world where a person did the work and could show it. None of them says which AI tools a subcontractor may use on your project, what data may go into them, or who answers when an AI-assisted submittal is wrong. These twelve provisions close that gap. Attach them as a rider, flow them down, and every firm holding your files is working under the same rules you are.

Version 1.0 · October 2026 · 12 provisions plus an approved-tools schedule · Word or PDF, 3 pages · Template, not legal advice

Download the Word rider PDF

Replace every [bracket], have counsel read it once against your subcontract form, and it is yours. No form. No email.

Why your subcontract needs an AI clause now

Your subcontractors, design partners and consultants are already using AI on your work. In the Associated General Contractors of America’s 2026 outlook survey, 61% of contractors said their firms use AI or plan to increase AI investment, and every one of those firms is somebody’s sub. The standard forms have not caught up. Construction lawyers have been saying so in public all year: the AIA family assumes human professionals make final decisions and exercise independent judgment, and says nothing about AI-generated content, its ownership, its review or the insurance behind it.

Three things make the gap expensive rather than theoretical. First, data: a firm on an individual AI account may be feeding your pricing and owner correspondence into a product that can use it for training, and you have no term that says otherwise. Second, accountability: a schedule analysis, a quantity or a notice letter drafted by a model looks exactly like one drafted by an engineer, and without a review and labeling duty nobody can tell which was which after the fact. Third, insurance: Insurance Services Office has issued general liability endorsements that exclude AI-related claims, and some carriers are adopting them. A sub’s AI-related loss that their policy no longer answers becomes a claim against the next pocket up the chain, which is yours.

A general confidentiality clause does not cover this. It was written to stop people from emailing your files to a competitor, not to govern a tool that reads, remembers and rewrites them. The provisions below are specific, short and checkable.

The twelve provisions, with notes

Each provision is written to be pasted as-is into a rider. Under each one: why it is there, and the pushback you are most likely to hear, with a fallback that keeps the protection.

00Preamble

This AI Rider (the “Rider”) is made part of the [Subcontract / Agreement] dated [DATE] between [CONTRACTOR NAME] (“Contractor”) and [SUBCONTRACTOR / CONSULTANT NAME] (“Subcontractor”) for the [PROJECT NAME] (the “Project”). If this Rider conflicts with the Agreement on the subject of AI Tools or Contractor Data, this Rider controls.

01Definitions

“AI Tool” means any software, service or feature that uses machine learning, a large language model or similar technology to generate, summarize, classify, extract, translate or analyze text, numbers, images, drawings, models or other content, whether stand-alone or built into other software.

“Contractor Data” means all information Subcontractor receives from or on behalf of Contractor, the Owner or the Project, including drawings, specifications, pricing, schedules, correspondence, contract documents and any material derived from them.

“AI-Assisted Deliverable” means any submittal, estimate, schedule, narrative, letter, calculation, drawing, report or other work product delivered to Contractor that was drafted, generated, checked or materially shaped by an AI Tool.

Why it is thereMost disputes about AI start with an argument over whether a tool counted. A broad, plain definition that includes AI features built into ordinary software closes that argument before it starts.

Where subs push backSubs sometimes ask to exclude spell-check and autocomplete. A reasonable carve-out: tools that only correct spelling or grammar and do not send Contractor Data outside Subcontractor’s systems.

02Governing AI policy

Subcontractor shall follow a written AI use policy in performing the Work. Subcontractor shall either (a) attach its own written policy as Exhibit [X], dated and versioned, or (b) follow Contractor’s AI use policy, version [__], as provided to Subcontractor. Subcontractor shall notify Contractor in writing before any material change to the policy that applies to the Work.

Why it is thereA firm with no written policy is governed by habit. This makes the policy a contract document instead of a promise, and fixes which version applies.

Where subs push backSmaller firms may not have one. Option (b) lets them adopt yours, and a free template written for contractors exists for exactly that purpose.

03Disclosure of AI Tools

Schedule A lists each AI Tool Subcontractor may use in performing the Work, by product name and account or license type (for example, enterprise, business or individual). Subcontractor shall not use any other AI Tool on the Work or with Contractor Data without giving Contractor [ten (10)] business days’ written notice. Contractor may object in writing within that period, and Subcontractor shall not use the objected-to tool on the Work.

Why it is thereUnnamed tools cannot be reviewed, logged or switched off. Account type matters because the same product can treat your data differently on an individual plan than on a business plan.

Where subs push backNotice periods. Five business days is a common compromise; the right to object is what matters.

04Restricted data

Subcontractor shall not enter the following into any AI Tool without Contractor’s prior written consent: (a) bid, proposal and subcontractor pricing; (b) correspondence or documents the Owner has marked confidential or provided under a non-disclosure agreement; (c) materials prepared at the direction of counsel or concerning a claim or dispute; (d) personal information of any individual; and (e) [OTHER CATEGORIES]. Subcontractor may enter other Contractor Data only into AI Tools listed in Schedule A.

Why it is thereYour pricing logic, your owner correspondence and anything privileged are the most valuable and most exposed data on a project. Naming the categories is clearer than a general confidentiality clause nobody reads.

Where subs push backSubs who price from your documents may ask to use AI on scope. That is what Schedule A is for: approved tools, approved uses, everything else restricted.

05No training; retention; export and deletion

Subcontractor shall not use, and shall not permit any AI Tool provider to use, Contractor Data or any output derived from it to train, fine-tune or improve any model or service for any party other than Contractor. Subcontractor shall retain Contractor Data in AI Tools only as long as needed to perform the Work. Within [thirty (30)] days after completion of the Work, termination, or Contractor’s written request, Subcontractor shall return or export Contractor Data and associated prompts and outputs in a reasonably usable format, then delete them from all AI Tools and certify the deletion in writing, except as Section 7 requires otherwise.

Why it is thereConsumer AI accounts may use inputs to improve the product by default; business accounts generally do not. This turns “I don’t think so” into a term, and gets your data back when the engagement ends.

Where subs push backDeletion from a vendor’s backups on a fixed date may be impossible. Accept “delete or render inaccessible, with backups expiring in the ordinary course.”

06Human review and standard of care

Before delivering any AI-Assisted Deliverable, a qualified individual employed or engaged by Subcontractor shall review it, including checking figures, quantities, citations and references against their sources. Subcontractor shall identify AI-Assisted Deliverables when delivered and record the reviewer’s name with each. Use of an AI Tool does not change Subcontractor’s standard of care, warranties or obligations under the Agreement, and is not a defense to any claim that the Work is deficient.

Why it is thereA fluent paragraph with an invented number is how claims are lost. This keeps the professional obligation exactly where it was, and puts a name next to every AI-assisted document.

Where subs push backLabeling every deliverable can feel heavy. A fair middle ground: label anything containing figures, citations, schedule logic or contract interpretation; ordinary correspondence is exempt.

07Records

Subcontractor shall keep a record of which AI Tools were used on each AI-Assisted Deliverable and the reviewer for each, for the longer of [six (6)] years after final completion or the period required by the Agreement, and shall produce it to Contractor on reasonable request. When Contractor gives notice of a claim, dispute or litigation hold, Subcontractor shall preserve related prompts, inputs and outputs and shall suspend deletion under Section 5 for that material.

Why it is thereIf a deliverable is ever challenged, the record of how it was made is evidence. Without a preservation duty, Section 5 could delete it on schedule in the middle of a dispute.

Where subs push backStorage cost. The record can be a simple log per deliverable; prompts and outputs only need preserving under a hold.

08Insurance

Subcontractor represents that, to its knowledge after reasonable inquiry, its commercial general liability, professional liability (if required by the Agreement) and cyber liability policies do not exclude claims arising from Subcontractor’s use of AI Tools in performing the Work, or Subcontractor has disclosed every such exclusion to Contractor in writing before signing. Subcontractor shall notify Contractor within [ten (10)] business days of any new or changed exclusion relating to AI and shall provide endorsements on request.

Why it is thereInsurance Services Office (ISO) has published general liability AI exclusion endorsements that some carriers are adopting. A sub’s AI-related loss can become your problem if their policy no longer answers it.

Where subs push backSubs may not know their own policy’s terms. “To its knowledge after reasonable inquiry” plus a duty to ask the broker is usually acceptable.

09Incidents

Subcontractor shall notify Contractor in writing within [forty-eight (48)] hours after learning that Contractor Data was entered into an AI Tool in violation of this Rider, identifying the tool, the account type, the data involved and whether model training was disabled at the time, and shall cooperate with Contractor’s reasonable steps to contain the incident.

Why it is thereThe three facts that matter after a slip are which tool, which account and whether training was on. Getting them in writing the same week decides how bad it is.

Where subs push backRarely contested. Some subs ask for 72 hours; that is fine.

10Flow-down

Subcontractor shall include provisions substantially similar to this Rider in every lower-tier subcontract, subconsulting agreement and supplier agreement under which Contractor Data is shared, and shall be responsible to Contractor for compliance by those parties.

Why it is thereYour data travels further than your signature. Without flow-down, the rider covers one firm and none of the firms it hires.

Where subs push backSuppliers that receive only quantities may be exempted by name.

11Verification

On [fifteen (15)] business days’ written notice and no more than once per year (or at any time after an incident under Section 9), Subcontractor shall provide written answers and reasonable supporting evidence showing compliance with this Rider, such as its current policy, Schedule A, AI Tool settings and the records kept under Section 7.

Why it is thereA term you cannot check is a hope. This is a document request, not an on-site audit, which most subs will accept.

Where subs push backConfidentiality of the sub’s other clients. Limit the request to the Work and Contractor Data.

12Survival

Sections 4, 5, 7, 9 and 10 survive completion, expiration or termination of the Agreement.

Why it is thereThe obligations that protect your data have to outlast the job.

Where subs push backNone worth conceding.

Schedule A: approved AI tools

The schedule is where the rider becomes practical. One row per tool, filled in at award and updated when the sub gives notice under Section 3. The account type column matters more than it looks: it is usually the difference between “may use your inputs to improve the product” and “does not, by default.”

AI tool	Account type	Permitted uses on the Work	Training off?	Approved by
Example: [Product]	Enterprise	Drafting RFIs and meeting minutes from Project documents; no pricing	Y	[Name, date]
Example: [Product]	Business	Quantity checks against drawings; outputs reviewed under Section 6	Y	[Name, date]

Take it with you

All twelve provisions and Schedule A, ready to attach. Highlighted brackets, nothing else to fill in.

Word rider PDF

How to use it

As a rider, not a rewrite. Most contractors cannot reopen their whole subcontract form mid-year. A rider attached at award, with an order-of-precedence sentence that makes it control on AI and data, gets the protection without renegotiating everything else. Fold it into the form at the next annual revision.

Flow it down, and mirror it up. Section 10 carries it to lower tiers. In the other direction, expect owners to start asking you for the same commitments; if your own house is in order under a written policy, signing the owner’s version is a formality rather than a scramble.

For consultants and design partners. The same twelve provisions work in an engagement letter or a professional services agreement; replace “Subcontractor” with the firm’s name and “Work” with “Services.” For engineers of record, coordinate Section 6 with the standard of care language already in the agreement rather than restating it.

Pair it with a policy. Section 2 asks the sub for a written AI policy. Many will not have one. Hand them the free AI policy template for contractors; its Section 9 is a vendor questionnaire that lines up with Sections 3 through 5 of this rider, and its Section 12 covers the broker questions behind Section 8.

Ask the three questions first. Before you send the rider, ask: do you have a written AI policy, which AI tools touch client work, and can anything we send you be stored or used to train a model. The answers tell you how much of the rider will be news to them. The reasoning is in Ask your consultants for their AI policy.

Where SymphonIQ fits

This rider is vendor-neutral and works whatever tools you or your subs use. SymphonIQ is governed AI for engineering and construction companies: one private environment per customer, nothing pooled, nothing trained across customers, every number computed by a tool, every clause cited to its page, and an authorized person signing before anything counts. A contractor running it can answer every question in this rider about its own work on one page. If you want to see that with one of your live projects, bring it to a 30-minute working session.

Questions people ask

Do AIA or ConsensusDocs contracts address AI?

Not in a way that governs day-to-day use. The standard AIA documents assume human professionals make final decisions and say nothing about which AI tools may be used, what data may go into them, or who reviews AI-assisted work. ConsensusDocs has published guidance on AI risk, but contractors still need project-specific terms. A rider attached to the subcontract is the usual way to add them without reopening the whole form.

Should the AI clause go in the subcontract or a separate rider?

A rider is easier now: attach it at award with a sentence making it control on AI and data, and fold it into your subcontract form at the next annual revision. The provisions are the same either way.

Can I prohibit subcontractors from using AI entirely?

You can, but it is rarely enforceable in practice and pushes use underground. A better approach is to name the tools and uses you approve, restrict the data that matters most, and require human review and records. That gives you control and evidence instead of a ban nobody can check.

What should a subcontractor disclose about AI use?

Which AI tools it uses on your work, by product and account type; whether model training on inputs is disabled; which deliverables were AI-assisted and who reviewed them; and any AI-related exclusions in its insurance. The rider on this page asks for exactly those.

Does using AI change a subcontractor's standard of care?

It should not, and the rider says so expressly: AI use does not change the subcontractor's standard of care, warranties or obligations, and is not a defense to a claim that the work is deficient. This is general information, not legal advice; have counsel confirm how it fits your agreements and jurisdiction.

Sources

Associated General Contractors of America, 2026 Construction Hiring and Business Outlook. agc.org
Sally Kane, “AI Is Already on Your Project. Your Contract Doesn’t Know It.” Frantz Ward LLP, April 6, 2026. frantzward.com
“Judgment Day on the Jobsite: Accounting for AI in Construction, From Contract to the Field,” Stites & Harbison PLLC, August 19, 2026. stites.com
“When Your Scheduler Hallucinates: Managing AI Risk on the Job Site,” ConsensusDocs, February 16, 2026. consensusdocs.org
Matthew Lerner, “Insurers, brokers adjust as AI exclusions emerge,” Business Insurance, April 7, 2026. businessinsurance.com
OpenAI Help Center, “How your data is used to improve model performance.” help.openai.com

About the author

Jared Smith is the founder and CEO of SymphonIQ, governed AI for engineering and construction firms. He spent twenty years on the contractor's side of large infrastructure pursuits before building the platform.

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