Sunda Cloak
A short clause in your engagement terms that does four things: (a) says drafts and deliverables may arrive in a protected format with their visible content unchanged; (b) forbids removing or circumventing that protection; (c) forbids using the deliverables to train, fine-tune or prompt an AI system to reproduce or reuse your methodology beyond the licensed scope; and (d) promises a plain copy on request for accessibility, translation or search. The sample below does all four in four sentences. Put it in the IP/licence or confidentiality section, mention it in one line at kickoff, and if a client redlines it, hold (a), (b) and (d) and negotiate (c). It is a starting point to review with a lawyer, never legal advice.
The sample clause
The same wording as on Telling your client. Copy it, replace the bracketed name, and take it to your lawyer.
Protected deliverables. Drafts, working documents and deliverables may be supplied in a protected format that leaves their visible content unchanged but makes them harder for automated tools, including artificial-intelligence systems, to extract or reproduce. Client will not remove or circumvent such protection. Client will not use the deliverables, or any part of them, to train, fine-tune or prompt an artificial-intelligence system for the purpose of reproducing, generalising or reusing [Consultant]'s methodology, frameworks or work product beyond the scope licensed in this agreement. On request, [Consultant] will supply an unprotected copy of any deliverable for accessibility, translation or search purposes, on the same licence terms.
Everything on this page is a starting point to review with a lawyer, not legal advice. Contract law, IP ownership and what counts as “use” of an AI system vary by jurisdiction and by engagement. We are only explaining what each line is for.
What each sentence does
- “…may be supplied in a protected format that leaves their visible content unchanged…” Sets the expectation before the first file lands. May, not will, keeps the choice yours per document. “Visible content unchanged” promises the client reads exactly what you wrote. “Harder” is deliberate and honest: cloaking raises the cost of one-click AI ingestion; it does not prevent it (what it does and doesn't do).
- “Client will not remove or circumvent such protection.” The no-circumvention promise. Cloaking is hidden text, not secret text — anyone who turns on Word's formatting marks can see the decoys and delete them, and a PDF export or copy-paste leaves them behind. Without this sentence that breaks nothing; with it, stripping the protection to feed the file to an AI tool is something the signed terms let you raise as a breach.
- “Client will not use the deliverables… to train, fine-tune or prompt an artificial-intelligence system…” The substantive restriction, and the sentence that gets negotiated. Three verbs cover the three real behaviours: train (a model), fine-tune (a company model) and prompt (“do the same for our other region”). “For the purpose of” narrows it to reuse of your method rather than any AI contact, and “beyond the scope licensed” ties it to your existing licence so it doesn't fight your IP section.
- “On request, [Consultant] will supply an unprotected copy…” The goodwill sentence, and the one that makes the other three reasonable. It answers the accessibility, translation and search objections before they are raised, and “on the same licence terms” means the plain copy is not a side door around sentence three.
Three variants
- Narrow — the client may use AI to read and summarise internally; the restriction bites only on reproducing or reusing your method. The one to offer when the full clause comes back crossed out: “Client may use artificial-intelligence tools to read, search and summarise deliverables for internal purposes. The restriction in this clause applies only to reproducing, generalising or reusing [Consultant]'s methodology, frameworks or work product beyond the scope licensed in this agreement.”
- Strict — no AI processing of deliverables without written consent. For regulated or genuinely sensitive work: “Client will not process the deliverables, or any part of them, with an artificial-intelligence system without [Consultant]'s prior written consent.” Expect pushback unless the client's own policy already says the same.
- Mutual — you take on the mirror obligation. Reciprocity makes a clause easy to accept, and it is a commitment worth making anyway: “[Consultant] will not input Client's confidential information into an artificial-intelligence system that retains or trains on its inputs without Client's prior written consent.” Whether a tool retains inputs depends on the plan and changes over time; check the provider's current data-controls page before you promise anything (see what happens to files you upload to ChatGPT).
Where it goes and how to raise it
- In the IP and licence section if you license deliverables; in confidentiality if your terms assign IP and the clause is mostly about drafts. Under the client's paper, it goes in as a short rider or in the statement of work.
- One sentence at kickoff. “Drafts and working documents come in a protected format — reads the same, harder for AI tools to lift from, plain copy on request; it's clause [X] of the terms.” Said once, up front, it reads as a professional norm rather than a suspicion. The fuller email line and what to say when a client asks is on the disclosure page.
- Then actually use a protected format. Cloaking the outgoing copy is a one-click habit; the clause governs what the client may do with it.
What to do with redlines
Sentence three is the one to expect pushback on. A workable position:
- Keep “protected format”, “no circumvention” and “plain copy”. They cost the client nothing in normal use and are what make the rest reasonable.
- Negotiate the reuse sentence: offer the narrow variant, add an explicit internal-read carve-out, define “methodology” by reference to a schedule, or time-limit it.
- Don't trade the plain-copy sentence for a concession elsewhere — it is the reason clients accept the clause, and removing it invites the accessibility objection later.
- If all of it is struck, you still have cloaking as a practical measure and your existing IP terms. Decide what you send accordingly — see sending a proposal before the contract is signed.
The clause and the cloaking do different jobs: the clause governs what the client may do; the cloaking raises the cost of the casual “drag, drop, regenerate”. Neither replaces the other. The bigger picture is in how to stop clients reusing your work with AI.
What a clause doesn't do
- A clause governs; it doesn't prevent. A person with the file has your text, and copy-paste, screenshots, OCR and PDF export bypass cloaking entirely — the clause is what makes those actions matter, not what stops them.
- Enforceability varies by jurisdiction and by drafting, and a clause is only as useful as your willingness to raise it with the client.
- Hidden text is not secret text. A recipient who turns on “show hidden text” sees the decoys and can delete them; the no-circumvention sentence is what lets you raise it as a breach rather than shrug it off.
- Cloaking strength depends on how a given AI tool reads files, and providers change their pipelines; expect months, not years, from any technique.
- All contract language on this page is a starting point to review with a lawyer, not legal advice.
- Cloaking is a deterrent against casual AI reuse — not a guarantee, and never a substitute for a contract. That is exactly why the clause exists.
Frequently asked
It is a contract term like any other, so in principle yes — but enforceability varies by jurisdiction, by how the clause is drafted and by whether you can show a breach. Its day-to-day value is clarity and deterrence: the client knows what they agreed to, and any conversation about reuse starts from the signed page rather than from scratch. Have a lawyer fit it to your terms and your jurisdiction.
That depends on the client. It lands better when it is framed as a professional norm, comes with a plain copy on request, and is made reciprocal so you take on the same obligation for their confidential material. Pushback, when it comes, usually lands on the reuse sentence — swap in the narrow variant rather than dropping the clause.
The reuse sentence may not apply — if the client owns the work product outright, the licensed-scope wording has little to bite on. The protected-format, no-circumvention and plain-copy sentences are still useful for drafts and working documents. Many consultants also license their pre-existing methodology as background IP rather than assigning it, which is what keeps the reuse sentence meaningful; ask your lawyer which fits your terms.
No. Name the behaviour, not the product. 'Artificial-intelligence system' covers the tools that exist today and the ones that replace them next year. A clause that says ChatGPT is silent about every other tool and dated the moment the market moves.