Assistant General Counsel, Commercial Contracts (AI, Data & IP)

Overview

The organization is hiring an Assistant General Counsel to own how AI, data, and related intellectual property (IP) terms are drafted and negotiated across its commercial agreements. Reporting to the Deputy General Counsel, this role partners across the commercial portfolio, with a primary focus on deal terms that determine whether customer agreements work—particularly around data usage, model training and governance, PHI movement and protection, and how IP is defined and preserved.

This position is hands-on: it drafts and negotiates contract language directly with customer counsel and procurement teams, and collaborates with Sales, Client Success, Product, and Engineering to ensure contract terms align with product capabilities.

Responsibilities

AI and data rights

• Own AI provisions in customer, partner, and vendor agreements, including:
  • training and improvement rights
  • de-identification and aggregation
  • model and output ownership
  • human oversight
  • performance and accuracy commitments
  • transparency and explainability obligations
  • allocation of AI-specific risk
• Draft and maintain the organization’s standard AI contract language and define fallback positions so deal teams understand what is standard, negotiable, and requires escalation.
• Negotiate data use and data rights with health plan customers, including secondary use, derived data, retention and deletion, and downstream restrictions.
• Advise Product and Engineering on new AI features before launch by identifying what contracts permit, what contract language would need to change, and where design choices create legal constraints.
• Track AI regulation and health-sector AI guidance and translate it into contract language and product guidance (not just memos).

Translating privacy, security, and compliance requirements into contract terms

• Convert positions set by the Chief Privacy Officer, Compliance, and Information Security into contract language, standard clauses, and defined fallback positions.
• Negotiate BAAs, data processing agreements, data protection schedules, and security exhibits, resolving conflicts between customer requirements and platform architecture.
• Apply HIPAA, state health privacy, and consumer privacy requirements, including offshore access and subcontractor restrictions, to negotiate credibly and identify when customer requests exceed approved positions.
• Escalate to the Chief Privacy Officer and Compliance when a deal requires a position outside the approved standard, with a clear read on what is being asked and why.
• Feed negotiation learnings back to those teams so standards can be adjusted rather than renegotiated deal-by-deal.

Intellectual property

• Structure IP ownership, license scope, and feedback and improvement provisions so platform-level IP stays with the organization while customers receive what they need.
• Handle open source and third-party model and data licensing questions raised by engineering, and identify when licensing choices constrain commercial positions.
• Support IP protection strategy, including invention capture, trade secret hygiene, and trademark matters, working with outside counsel when needed.

Commercial contracting

• Draft, negotiate, and close commercial agreements including customer MSAs and SOWs, SaaS and data agreements, reseller and channel arrangements, vendor and technology agreements, NDAs, and government subcontracts.
• Run deals independently from first draft to signature, setting negotiation objectives and timelines aligned to business dates.
• Standardize language and reduce cycle time by contributing to the Deputy GC’s template and playbook program.
• Provide a clear risk view to the business: actual exposure, what it would take to fix, and what is worth accepting.

Supporting Sales and Client Success

• Serve as day-to-day legal partner to Sales and Client Success on active deals and renewals, including joining customer calls, taking the lead on drafting/negotiation, and supporting signature within customer timelines.
• Explain AI, data use, privacy, and IP positions to commercial clients and their counsel in plain terms.
• Build and maintain enablement materials (talk tracks, FAQs, one-pagers) so Sales and Client Success can answer routine AI and data questions without pulling in Legal.
• Provide quick guidance on what is standard, what is negotiable, and what requires escalation to prevent deal delays.

Requirements

• JD from an accredited law school and active membership in good standing in at least one U.S. state bar.
• 8+ years of commercial contracting experience at a law firm, in-house, or both, including substantial time in-house.
• Demonstrated ownership of AI and data rights provisions in commercial agreements (e.g., training rights, model and output ownership, data use limitations), not just familiarity.
• Working command of HIPAA and health data privacy, including BAAs, de-identification standards, and PHI handling in a vendor or business associate posture—sufficient to negotiate, not to run a privacy program.
• Substantive IP experience in a software or data context, including licensing, ownership structuring, and open source.
• Healthcare industry experience (payer, payment integrity, health tech, provider, or closely related).
• Experience working directly with Sales or Client Success teams, including client-facing negotiation and explaining legal positions to non-lawyers.
• Ability to operate within established privacy and compliance guardrails and escalate rather than improvise when a deal goes beyond approved positions.
• Judgment to advise a fast-moving business on unsettled questions without blocking deals or accepting terms that should not be accepted.

Preferred Qualifications

• Experience selling into or buying from health plans, including familiarity with payer procurement and security review processes.
• Exposure to government healthcare contracting (CMS, state Medicaid, or federal subcontracts) and associated flow-down terms.
• Experience building contract templates, playbooks, or a deal desk from an unstructured starting point.
• Familiarity with emerging AI governance frameworks and how they apply in regulated industries.

Compensation & Benefits

• Pay range: $225,000 - $250,000 + Annual Bonus
• Competitive salary
• 401(k) with company match
• Top Medical/Dental/Vision offerings
• FSA/HSA
• Tuition reimbursement
• Additional health and wellness benefits and perks

Compensation is based on an array of factors unique to each candidate, including years and depth of experience, skill set, certifications, and more. The organization is hiring for different levels; Recruiting will provide details on eligibility for other roles/ranges.

Location

• Work from anywhere in the US (digital-first).

Equal Employment Opportunity

The organization is an equal opportunity employer. In accordance with applicable state laws, salary history is not requested during recruitment. Participation in E-Verify is provided as required by applicable law.