- Track 3 – Work Smarter
AI Contracts & Due Diligence: What Operators, Founders, and Investors Need to Know
About This Session
Abstract
Whether you’re signing an AI vendor agreement or raising your first round, the commercial and legal groundwork matters more than most people realize. This panel tackles two sides of the same problem: the procurement terms operators are agreeing to, and the diligence questions that are making or breaking AI startup deals.
Martin Smith and Houtan Mashinchi, lawyers at Osler with deep experience across AI and technology deal flow in Canada, walk through what’s actually in a standard AI vendor contract — data ownership, model training rights, liability caps, IP indemnification — and what diligence questions are live right now for founders and investors. The panel plans to add a founder and/or investor to round out the perspective from the other side of the table. The result is a practical, no-jargon session for anyone signing, negotiating, or evaluating AI agreements.
Key Takeaways
• The procurement clauses that matter most in AI vendor agreements, and the red flags to watch for before signing
• How AI due diligence is evolving, and where founders and investors are still getting it wrong
• What founders should have buttoned up before they raise
• Practical preparation for anyone on either side of an AI commercial agreement
Speakers
Houtan Mashinchi
Osler, Hoskin & Harcourt LLP
Houtan Mashinchi is a lawyer at Osler, Hoskin & Harcourt LLP and a member of Osler's Technology group, where his practice centres on drafting and negotiating commercial and technology agreements, including SaaS, software licensing, procurement, and professional services contracts. Together with his colleague, his work gives them a front-row view of how AI deal terms,...
Martin Smith
Osler, Hoskin & Harcourt LLP
Martin Smith is a senior associate in Osler’s leading Emerging and High Growth Companies practice group. He acts as a trusted legal and strategic advisor to founders and technology companies throughout their full lifecycle, guiding them through start-up formation, financing, commercial arrangements, corporate governance and M&A. Martin also acts for the venture capital, growth equity,...
Track
- Track 3 – Work Smarter
Date
November 5, 2026
Time
1:30 pm
–
2:15 pm
Room
Saanich Room