Open Ana
Website:
openana.ai
Job details:
Role Overview
We are looking for an experienced IT and technology contracts expert to serve as the human-in-the-loop reviewer for AI-assisted contract analysis. This person will review outputs generated by the contract intelligence engine, validate key findings, identify gaps, and ensure the final contract insights are accurate, commercially meaningful, and relevant to M&A, divestiture, carve-out, TSA, and post-close transition activities.
The ideal candidate has deep experience reviewing IT contracts at scale, including software, SaaS, cloud, infrastructure, managed services, telecom, cybersecurity, data, professional services, outsourcing, and technology vendor agreements. This role requires strong contract interpretation skills, practical technology sourcing judgment, and the ability to identify contract issues that may affect continuity, assignment, separation, transition services, vendor access, licensing, cost allocation, and post-close operations.
Key Responsibilities
Review AI-generated extraction and analysis outputs for IT and technology contracts.
Validate key IT contract terms including assignment, change of control, consent, termination, renewal, auto-renewal, pricing, usage limits, license metrics, service levels, support obligations, data protection, security requirements, audit rights, subcontracting, IP ownership, escrow, liability caps, indemnities, and transition assistance.
Assess contracts for M&A, divestiture, carve-out, TSA, and separation-related issues.
Identify third-party consent, notification, novation, assignment, or license-transfer requirements.
Review software license agreements, SaaS agreements, cloud agreements, MSAs, SOWs, order forms, maintenance/support agreements, managed services contracts, IT outsourcing agreements, cybersecurity tools, data platform contracts, telecom/network contracts, hardware/software support agreements, and professional services agreements.
Identify risks related to enterprise licenses, shared services, named users, affiliates, business unit access, geography restrictions, data residency, service continuity, support obligations, renewal timing, and termination rights.
Validate contract metadata including vendor name, business owner, legal entity, effective date, expiration date, renewal date, contract type, spend category, system/application linkage, and applicable business unit.
Identify missing amendments, outdated SOWs, unsigned documents, duplicate records, expired contracts, orphan spend, unsupported systems, and contracts that are not properly linked to active vendors or applications.
Review output for TSA relevance, including whether the contract supports remainco, spinco, shared environments, transitional access, migration support, exit assistance, or post-close service continuity.
Escalate material legal, commercial, operational, security, privacy, or technology risks to legal, procurement, finance, IT, security, and deal teams.
Provide structured feedback to improve the AI engine’s clause extraction, classification, risk scoring, and exception detection.
Prepare concise review notes, exception summaries, contract risk flags, and executive-ready findings.
Support QA sampling, issue logs, remediation trackers, and final diligence deliverables.
Required Experience
5–10+ years of experience reviewing, negotiating, or managing IT and technology contracts.
Strong background in software, SaaS, cloud, managed services, telecom, cybersecurity, data, outsourcing, and technology vendor agreements.
Experience supporting M&A diligence, divestitures, carve-outs, spin-offs, TSA planning, post-close integration, vendor separation, or contract migration.
Strong understanding of IT sourcing and vendor management concepts.
Experience reviewing high volumes of contracts, amendments, order forms, SOWs, and renewals.
Ability to interpret contract terms in the context of technology operations, licensing, system access, data handling, service continuity, and commercial impact.
Experience with contract repositories, CLM systems, procurement systems, Ariba, SAP, Coupa, Icertis, Agiloft, Ironclad, ServiceNow, SharePoint, or similar systems.
Comfort working with AI-assisted contract review tools and validating machine-generated outputs.
Key IT Contract Knowledge Areas
Software license models, including enterprise, named user, concurrent user, device-based, site-based, affiliate-based, usage-based, and subscription licenses.
SaaS and cloud commercial models, including usage tiers, overages, data storage, environments, API limits, support tiers, and renewal structures.
Cloud and hosting agreements, including AWS, Azure, GCP, private cloud, managed hosting, and data center services.
IT outsourcing and managed services agreements, including SLAs, service credits, transition assistance, exit obligations, service towers, governance, and change control.
Cybersecurity and data protection terms, including security controls, audit rights, breach notification, data residency, subprocessors, encryption, access control, logging, and incident response.
Application and infrastructure support contracts, including support hours, severity levels, response times, maintenance windows, patching, upgrades, and end-of-life dependencies.
Telecom and network contracts, including circuits, MPLS, SD-WAN, mobility, voice, internet, data center connectivity, and early termination charges.
Professional services and implementation SOWs, including deliverables, milestones, acceptance criteria, IP ownership, warranties, dependencies, and change orders.
Key Skills
Strong IT contract interpretation skills.
Ability to identify transaction-relevant issues quickly.
Deep understanding of assignment, change of control, affiliate usage, license transferability, termination, renewal, pricing, SLAs, security, privacy, IP, subcontracting, audit, and transition assistance clauses.
Strong commercial judgment around technology spend, stranded cost, vendor lock-in, license gaps, and service continuity.
Ability to connect contract language to real IT operating impact.
Strong attention to detail and issue-spotting ability.
Ability to summarize complex contract findings clearly for legal, procurement, IT, finance, and M&A stakeholders.
Comfort working with incomplete or messy contract data.
Ability to provide feedback that improves AI review quality over time.
Preferred Background
Former technology transactions attorney, IT procurement counsel, commercial contracts counsel, IT sourcing lead, vendor management lead, legal operations contracts lead, Big 4 M&A diligence professional, or technology contract manager.
Prior experience in IT contract separation, TSA planning, procurement diligence, software license review, cloud contract review, vendor rationalization, or post-close contract remediation.
Experience reviewing hundreds of IT contracts as part of a transaction, contract migration, CLM implementation, sourcing transformation, or vendor consolidation effort.
Ideal Candidate Profile
This person should be a practical IT contracts expert who understands both the legal terms and the technology operating impact. They should be able to review the AI engine’s output and quickly determine whether the extraction is accurate, whether material terms are missing, and whether the contract creates risk for a transaction, separation, TSA, or post-close transition.
They should understand that IT contracts are not just legal documents. They define who can use systems, which entities are covered, whether licenses can transfer, whether data can move, whether support continues after close, whether affiliates are included, whether security obligations are sufficient, and whether costs will increase after separation.
Success Measures
Accuracy and completeness of reviewed IT contract outputs.
Reduction in false positives and false negatives from AI-generated analysis.
Timely review of high-risk and high-value IT contracts.
Clear escalation of contracts requiring consent, remediation, renegotiation, or TSA planning.
Improved quality of IT contract metadata, clause extraction, and risk classification.
Decision-ready summaries for legal, procurement, IT, finance, and M&A teams.
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