The buzz around artificial intelligence is impossible to ignore. It’s a powerful tool that’s changing the way we work, create, and even think. For entrepreneurs and business owners, AI tools like ChatGPT promise a world of efficiency, offering to draft everything from marketing copy to, yes, even legal contracts. The allure is understandable: why hire a lawyer when an AI can generate a contract in seconds?
We’re seeing a growing number of clients come to us with AI-drafted contracts, asking us to “improve on this” or use it as a “first draft.” This trend inspired us to take a closer look. We wanted to understand what you actually get when you ask an AI to draft a legal agreement and what the crucial differences are between that and the work of an experienced lawyer.
This isn’t to say AI is inherently bad. It has many great elements and can be a fantastic starting point for conceptualizing an agreement. However, as we’ll demonstrate, it can also be “good enough to be dangerous.” A simple prompt to an AI can produce a document that looks professional but often lacks the critical, nuanced, and protective clauses that come from years of legal experience.
In this post, we’ll walk through a real-world experiment. We prompted ChatGPT to draft a private label manufacturing agreement and then compared it side-by-side with a battle-tested precedent we use at our firm. The differences are stark and highlight the potential risks of relying solely on AI for your legal needs. We’ll break down what an AI contract looks like, what a lawyer-drafted contract includes, and why the distinction matters for your business’s safety and success.
Watch the video version of the episode here:
- Episode Website: https://share.transistor.fm/s/591a45b1
- YouTube: https://youtu.be/A0qZ0zHr1vw?si=c2mo8fe2jm1Lj9if

The Allure and the Danger of AI-Drafted Contracts
AI’s ability to produce a contract in moments is impressive, but it’s here that the danger lies. These tools are sophisticated enough to generate a document that seems complete, leading many to believe they have a solid legal foundation when they don’t. The problem is that AI lacks the real-world experience to understand the intricate flow of money and risk in business transactions.
An experienced attorney doesn’t just fill in blanks; they anticipate problems. They know what can go wrong because they’ve seen it happen. They understand the governing laws and statutes that an AI might not be programmed to consider, especially how they apply to your specific situation. A lawyer’s value lies in their ability to ask the right questions, foresee potential pitfalls, and draft a contract that is customized to protect your unique interests. For a deeper look into how contracts work, you can explore the fundamentals of business agreements.
When you use a generic AI-generated agreement, you’re not getting a customized solution; you’re getting a template. You won’t know the various options available for structuring payments, managing risk, or protecting your intellectual property. You get one option, but it’s rarely the best one for your business.
Deconstructing the Agreement: AI vs. Attorney
First Glance: The Basics
Initially, the AI draft looked promising. It correctly identified the parties involved—a “Manufacturer” and a “Brand Owner”—showing a basic understanding of the relationship. However, problems emerged almost immediately.
Products and Manufacturing Terms
The AI contract jumped straight into a section on “Products,” stating that the manufacturer would produce a list of items with specifications detailed in a schedule.
Our lawyer-drafted agreement starts somewhere else entirely: with the Terms of Manufacturing. Before we even define the products, we establish that the overarching agreement will be supplemented by Statements of Work (SOWs). This structure provides immense flexibility. It allows the parties to agree on the broad terms of their relationship while using specific SOWs to detail the unique requirements for different products or production runs. This is a critical distinction that allows the agreement to evolve with the business relationship.
The Overlooked Detail: Raw Materials
The ChatGPT draft completely ignored the complexity of sourcing raw materials. In the real world, materials might be sourced from various subcontractors, or the customer might provide them. Our agreement explicitly addresses this, accounting for different material sources and the responsibilities tied to them.
Purchase Orders vs. The Pre-Production Sample
The AI agreement included a standard section on purchase orders, outlining lead times and confirmation deadlines. But it missed a step that is fundamental to mitigating risk in manufacturing: the pre-production sample.
Whether you’re producing garments, cosmetics, or widgets, going straight to bulk production without sample approval is incredibly risky for both parties. Once mass production begins, there’s no turning back; costs have been incurred, and mistakes are irreversible.
Our agreements build in checkpoints. We create a structured approval process for samples, ensuring there’s a “meeting of the minds” before any significant capital is deployed. This protects the manufacturer from producing unwanted goods and the brand from receiving a bulk order that doesn’t meet its standards.
Pricing and Payment: A Deeper Dive
The AI draft suggested generic payment terms like “50% deposit upon order, 50% upon delivery.” This might seem reasonable, but it fails to address the underlying financial risks. What is the basis for that 50%? Does it cover the manufacturer’s upfront costs for materials? Depending on the project, a 20%, 35%, or even 100% upfront payment might be more appropriate.
The right payment structure also depends on who we are representing. If we represent the manufacturer, we’ll argue for terms that minimize their financial exposure. If we represent the brand, we’ll push for terms that protect their capital. This is a strategic negotiation that an AI cannot conduct.
Furthermore, the AI’s clause on taxes and duties—”all prices are inclusive or exclusive applicable taxes, duties and shipping charges”—is a perfect example of a vague statement that can lead to disputes. In today’s dynamic tariff environment, what happens if a tariff on raw materials skyrockets after a price has been quoted? Is the manufacturer stuck with the original price, or can they adjust it? Our agreements address this by building in mechanisms for handling variable pricing, ensuring that neither party is unfairly burdened by unforeseen external costs.
Key Clauses Your AI-Generated Contract is Missing
Beyond the basics, a robust manufacturing agreement needs to address several other complex areas. Here’s where the AI draft fell significantly short.
Intellectual Property: Who Owns What?
The AI contract included a basic IP clause: the brand owner retains rights to their trademarks, and the manufacturer gets a limited license to use them for production. This sounds fine, but it overlooks a critical question: what about the IP created during the manufacturing process?
In many private label relationships, the manufacturer develops the product formula or design. Who owns that valuable IP? Our agreement delves into this, exploring the different ways IP can flow. For instance, if our manufacturer client develops a formula, we can structure the deal so they own that formula. We might then license it to the brand, or we could include a buyout provision or a minimum purchase obligation for the IP to be transferred. These are sophisticated, revenue-generating strategies that an AI simply can’t account for because it doesn’t understand the nuances of IP law or business strategy.
Quality Control: From Subjective to Objective
The AI draft stated that the manufacturer must comply with “quality standards and regulatory requirements applicable in the target market.” This is dangerously vague. “Quality” can be highly subjective. What one person considers high quality, another might not. Relying on such an abstract standard is an invitation for disputes.
To solve this, our agreements tie quality control to something concrete and mutually agreed upon: the approved pre-production sample. We implement a formal Product Acceptance process. At each stage, the manufacturer provides samples for inspection. The customer must then provide written approval within a specific timeframe, such as 48 hours. This written approval becomes the objective definition of “quality” for the production run, protecting both parties from future disagreements.
Warranties: Defining the Limits
The AI agreement included a simple warranty that products would be free from defects and conform to specifications. However, it failed to define a crucial element: the warranty period. A manufacturer cannot offer a warranty for an indefinite period. Our agreements specify a clear warranty period, such as six months, which limits the manufacturer’s long-term liability.
Moreover, we draft warranties that are far more robust and specific. We clarify that our client is making the product in a “good, professional, and workman-like manner” and that the warranty is tied to the previously approved samples and specifications.
Critically, we also address implied warranties. The law automatically implies certain warranties, like the “warranty of merchantability” or “fitness for a particular purpose.” For a manufacturer, these implied warranties can create significant, unforeseen liability. In many jurisdictions, you are permitted to disclaim these implied warranties in a contract between merchants. We include explicit language to waive these warranties, further protecting our client from risk—a step an AI is not programmed to take. We also add clauses clarifying that the warranty is void if the brand owner doesn’t store or handle the products properly after delivery.
The Missing Pieces: Recalls, Confidentiality, and Termination
Several critical sections were entirely absent from the AI-generated draft.
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Product Recall: What happens if a product needs to be recalled from the market? This is a massive risk in mass production, yet the AI draft left it out completely. Our agreements include a product recall provision that outlines how the parties will cooperate and, crucially, how the costs will be split. We ensure the manufacturer is only liable for recalls directly attributable to a defect in their manufacturing process, not for issues caused by the brand owner.
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Confidentiality: The AI draft had a single, broad sentence on confidentiality. The most significant flaw? It never defined what “confidential information” is. This makes the clause nearly unenforceable. Our agreements start by providing a comprehensive definition, including things like formulas, business plans, marketing strategies, prototypes, and samples.
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Term and Termination: The AI draft included a basic termination clause but failed to address the complex aftermath. What happens if the agreement is terminated mid-production? Who pays for the raw materials that have already been purchased? What happens to the IP? Our agreements have a detailed Effect of Termination section that addresses these leftover costs and rights, ensuring a clear and orderly wind-down process.
De-Risking the Deal: The Lawyer’s Strategic Advantage
One of the most significant roles a lawyer plays is to de-risk the deal for their client. This involves strategic thinking that goes far beyond filling in a template. For example, if we represent a manufacturer, we know they can be left “underwater” if a client disappears or refuses to pay after significant costs have been incurred.
To prevent this, we might structure the agreement with payments tied to milestones. This ensures the manufacturer receives regular payments throughout the production process, so they are never too far behind financially. This kind of proactive risk management comes from experience—from seeing where deals go wrong and knowing how to prevent it.
Other Critical Clauses an AI Will Miss
Our lawyer-drafted agreement continues with several other vital provisions that the AI missed entirely:
- Indemnification: Who is responsible if a lawsuit arises? We include clauses that specify who pays for legal defense in different scenarios.
- Non-Solicitation: What prevents the manufacturer from hiring away the brand’s key employee, or vice versa?
- Insurance: We require both parties to maintain appropriate insurance levels to cover their respective risks under the agreement.
- Dispute Resolution: Instead of costly court battles, we often include provisions for arbitration, which can save both parties significant time and money.
- Governing Law: We specify which state’s law will govern the contract, a choice that has significant legal implications.
- Successors and Assigns: What if the brand is sold to another company? This clause ensures the contract remains valid, which can be a valuable asset for the acquiring company.
And let’s not forget the Statement of Work (SOW). The AI draft mentioned it as a schedule, but the SOW is a critical, heavily negotiated document in itself. It lays out the detailed requirements, testing methods, and often has its own specific payment terms. We have spent significant time negotiating the fine details of SOWs with major manufacturers, because that is where the specifics of the deal are truly defined.
Final Thoughts: AI as a Tool, Not a Replacement
So, should you use AI for your contracts? I would encourage clients to use tools like ChatGPT to get a sense of the issues involved in a transaction. It can be a powerful tool for brainstorming and understanding the basic questions you need to ask. An AI-generated draft can even serve as a decent starting point for a discussion, almost like a preliminary letter of intent.
But when it comes time to execute a legally binding agreement—especially a complex one with significant money and risk on the line—you need more than a template. You need battle-tested precedents and experienced attorneys who know what can go wrong and how to protect you.
If you’re serious about your business, whether you’re manufacturing apparel, cosmetics, or any other product, a well-drafted manufacturing agreement is not a luxury; it’s a necessity. It protects you, clarifies the terms of the deal, and manages the risks inherent in any business relationship. The value of an experienced attorney lies in their ability to provide this protection through customized, strategic, and comprehensive legal work that an AI, for all its power, simply cannot replicate.
Watch the video version of the episode here:
- Episode Website: https://share.transistor.fm/s/591a45b1
- YouTube: https://youtu.be/A0qZ0zHr1vw?si=c2mo8fe2jm1Lj9if
🔗 Learn More:
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- Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/
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