Model Contractual Clauses for AI Procurement: how the updated EU clauses help manage compliance risk

The European Commission published the updated Model Contractual Clauses for AI Procurement (MCC-AI) to help businesses operating in the field of artificial intelligence to comply with the provisions of the AI Act. 

Following the entry into force of Regulation (EU) 2024/1689 (the AI Act), the European Commission has published an updated version of the Model Contractual Clauses for AI Procurement (MCC-AI). Originally introduced in September 2023, these clauses serve as a practical and modular tool designed to help both public buyers and private operators navigate the regulatory challenges associated with the sourcing and provision of AI systems. 

Purpose of the AI Model Clauses MCC-AI

The MCC-AI have been drafted for those looking to procure AI. While primarily aimed at public sector AI buyers, as we explore below, private sector AI customers may find them of use. They are designed to facilitate alignment with key regulatory requirements under the AI Act, particularly in areas such as transparency, risk management, accountability, and data governance. 

Adopting the MCC-AI allows organizations to: 

• reduce legal uncertainty, 

• demonstrate regulatory readiness, and 

• potentially streamline contractual negotiations. 

Two-Tiered Approach Based on Risk Level

The updated MCC-AI package includes two distinct versions: 

• a full version for high-risk AI systems (e.g., AI systems intended to be used for emotion recognition, for the recruitment or selection of natural persons, or to evaluate the creditworthiness of natural persons); 

• a light version for non-high-risk AI systems, which still ensures safeguards around key elements such as technical documentation and algorithmic transparency. 

The package also includes an explanatory commentary offering guidance on how to tailor and integrate the clauses into existing contracts. 

Usability for Private Sector Operators

Although originally tailored for public procurement, the MCC-AI can also be adopted by private sector entities, with the necessary adaptations. AI systems providers and procurers may incorporate these clauses into their contractual arrangements to align with emerging EU regulatory best practices. 

This is especially valuable in today’s evolving legal landscape, and as efforts are being made in some quarters to achieve greater harmonization. 

Especially in the case of private companies, the MCC-AI are not a static tool to be incorporated into contracts as they are but need to be contextualized and adapted to the specific supply and the relevant economic sector. 

Structure and Key Content Areas

The MCC-AI are not stand-alone contracts but are intended to be embedded within broader services agreements. They exclusively address AI-specific obligations under the AI Act and do not cover general contractual matters such as intellectual property, payment terms, applicable law, or traditional contractual liability, which must also be carefully regulated by the companies involved. 

The clauses are structured around five key thematic areas: 

• AI System Compliance – Identification of applicable legal and ethical standards for the AI solutions provided; 

• Supplier Roles and Responsibilities – Definition of transparency requirements, risk management obligations, and compliance duties; 

• Data Governance – Establishment of criteria regarding data ownership, usage, and oversight of datasets used in AI systems; 

• Verifiability and Traceability – Implementation of audit tools, documentation requirements, and system performance monitoring; 

• Cost Allocation – Clarification of financial responsibilities related to system implementation and necessary adjustments. 

To facilitate adoption, MCC-AI also include technical annexes with sample use cases, data governance templates, and model compliance documentation. 

Why Consider Adoption? 

For AI purchasers, these clauses provide a legal and ethical safeguard, particularly in scenarios where AI applications may affect fundamental rights or public safety. 

In addition, the modular design of the MCC-AI is intended to allow for seamless integration and adaptation into existing contractual frameworks, supporting consistent management across different procurement contexts while simplifying processes and helping prevent potential disputes. 

Therefore, although they are not legally binding, the MCC-AI represent a valuable operational support to address the issue of contractual governance in the supply and procurement of AI systems. 

The difficulty with MCC-AI adoption is that relatively few AI procurements are undertaken in circumstances where the balance of negotiating power rests with the buyer. In a world of AI subscriptions from large vendors, and increasing adoption of open source / open-weights AI subject to short-form standard licenses, it will be interesting to see whether the updated MCC-AI terms gain traction.  

On the topic above, you can read the articles available HERE. Besides, you can read the latest issues of our AI law journal HERE.