Vendor and partner diligence for companies adopting AI

Entity and ownership first

Start where any diligence starts: which legal entity will sign, where it is registered, and who controls it. AI vendors frequently operate through a US holding company with an operating subsidiary elsewhere, or sell through a reseller. The contract entity must be the one whose security attestations, insurance and financial standing you are assessing.

Evidence: registry extract for the contracting entity (see the registries guide), group chart supplied by the vendor, Form D related persons for US issuers, PSC or ISC entries where public, and a company-supplied capitalisation summary where ownership is not public. Look specifically for investors or owners that would create conflicts (a competitor, a state-linked fund, a sanctioned person) and for recent changes of control.

Who to ask: the vendor's general counsel or finance lead for the group chart and cap table summary; the registry for the rest. In a dossier these appear as verified or company-stated claims with dates, and a change of control becomes a monitored event after signing.

Financial stability signals without audited accounts

Most AI vendors are private and publish no accounts. The following signals are available and should be read together rather than individually.

• Form D filings: dated amounts sold, number of investors, named officers. Gaps of more than 24 months since the last round are worth asking about.
• Registry filings where accounts are public (UK, Singapore for larger companies, NZ for some), including auditor's reports and going-concern notes.
• Charges and security interests registered against the company (Companies House, ACRA, PPSR, UCC), which show secured borrowing.
• Headcount trends from the vendor's own disclosures and job postings.
• Insolvency notices, winding-up petitions and county court judgments.
• Company-supplied reviewed or audited statements under NDA, with the auditor's name.

Ask the vendor for runway in months and for the date of its last audited or reviewed statements. A vendor that will not say either is a continuity risk regardless of product quality. Record the answer as a company-stated claim with the date and signatory.

Security attestations: read the scope

Ask for a current SOC 2 Type II report and/or an ISO/IEC 27001:2022 certificate, and then read them rather than file them.

• Scope: which legal entity, which systems, which locations and which trust services criteria. A report covering a marketing website does not cover the model-serving platform.
• Period: a Type II report covers an observation period (often 6 to 12 months); check the end date and ask for a bridge letter if it is older than a few months.
• Exceptions: the auditor's test results and any qualified opinion.
• Complementary user-entity controls: the things you are expected to do.
• Issuer: a licensed CPA firm for SOC 2; an accredited certification body for ISO 27001, verifiable through the accreditation body's directory or IAF CertSearch.

Where the vendor has neither, ask for its penetration-test summary, its security policies and its readiness plan, and treat the gap as a condition of contract. OpenDossier records attestations by issuer, scope, period and verification route, and the certification-readiness service can prepare a vendor's evidence for an accredited auditor without OpenDossier itself certifying anything.

Data handling, model provenance and sub-processors

For an AI supplier the data questions are the heart of the assessment.

• What data of yours is processed, where it is stored, for how long, and whether it is used to train or fine-tune any model. Get the answer in the contract, not just the questionnaire.
• Which foundation models are used, from which providers, under which terms, and what happens if a provider changes pricing, terms or availability.
• The complete sub-processor list, including model providers, cloud hosts, observability and support tools, with locations. Ask how you will be notified of changes.
• Evaluation results relevant to your use: accuracy, robustness, bias testing, red-teaming, with dates and methods.
• Human oversight points and logging: who can see what, and how outputs are reviewed.
• Incident history and the process for notifying you.

Evidence comes from the vendor's data processing agreement, sub-processor page, model cards or system cards, and its AI Assurance Dossier if it has one. The dossier records each item as company-stated, linked to the document version and date, and flags where a public sub-processor page disagrees with the contract schedule.

IP indemnity, continuity and exit

Three contract questions depend on evidence gathered in diligence.

IP indemnity. Does the vendor indemnify you for claims that its model outputs or training data infringe third-party rights, and does that indemnity flow through from its model providers? Ask for the provider terms the vendor relies on, and check the vendor's own IP position (patents, trademarks, open-source licence compliance) in the IP section of the dossier.

Continuity. Who owns the code and weights, whether escrow is offered, whether the service can run on an alternative model provider, and what the vendor's own business-continuity test results show. Insurance certificates (cyber, professional indemnity) should name the contracting entity.

Exit. Data return and deletion commitments, formats, timelines and certification of deletion, including by sub-processors.

None of this is legal advice on contract terms; it is a list of the facts your lawyers will need. A dossier that already holds the vendor's entity, ownership, attestation and sub-processor evidence shortens the negotiation because the facts are no longer in dispute.

A one-page checklist

Each row corresponds to a dossier section. A vendor that has claimed its OpenDossier profile can answer most rows once and reuse the answers for every buyer, which is the point of the Trust Workspace.