A contract with an AI agent vendor must contain DORA's standard ICT terms: service description, data locations, data protection and return, service levels, incident help, regulator cooperation, termination and training. For critical or important functions, add precise targets, contingency plans, full audit rights, testing participation and an exit transition. Agents need a few more terms besides.
What does DORA require in ICT contracts, in plain words?
DORA (Regulation (EU) 2022/2554), which applies from 17 January 2025, sets minimum content for contracts between financial entities and ICT third-party service providers. In substance, every such contract should include:
- a clear and complete description of the functions and services, and whether subcontracting is allowed and on what conditions;
- the locations where services are provided and data processed, with notice before any change;
- provisions on the availability, authenticity, integrity and confidentiality of data;
- access to, recovery and return of data if the provider fails or the contract ends;
- service level descriptions;
- assistance in ICT incidents, at no extra cost or a cost agreed in advance;
- full cooperation with the entity's competent authorities;
- termination rights and minimum notice periods;
- the provider's participation in the entity's security awareness and resilience training.
For services supporting critical or important functions, the contract must also contain full service levels with precise quantitative and qualitative targets, notice and reporting on developments that could affect the service, business contingency plans and security measures, participation in threat-led penetration testing where relevant, unrestricted rights of access, inspection and audit, and exit strategies with an adequate transition period. For the regulation overall, see what DORA is.
Who must have these terms?
Every financial entity within DORA's scope, for every contract with an ICT third-party service provider. An agent vendor providing software and running services on your behalf is one, as explained in are AI agent vendors ICT third-party providers under DORA. The stronger terms apply when the agent supports a critical or important function. US-regulated groups will recognise many of the same terms from OCC third-party risk and AI agent vendors.
What do agents add that DORA does not spell out?
DORA's list was written for ICT services generally. An agent vendor needs further terms, because an agent can change behaviour without a release, keeps evidence the entity depends on, and relies on a model provider the entity does not contract with.
Model change notice and re-test window. The vendor tells you before changing the model or its version, and gives you time to re-test the agent on your cases before the change applies to your work.
Disclosure of model providers and hosting. Named in a schedule, with notice of change. This also feeds your concentration assessment and register.
No use of your data to train or improve models for others. Unless you agree otherwise in writing.
Ownership and export of the action record. Every action, verdict, source and approval is yours, exportable in a documented format at any time and on exit.
Right to test and suspend. You may run your own certification at any time, and you may reduce an agent's authority or suspend it without penalty.
Incident definition covering wrong behaviour. Incidents include the agent acting outside its intended scope or producing systematically wrong outcomes, not only outages.
Interoperability on exit. Briefs, configurations and records in formats another platform can use, a point related to whether agents from different vendors can work together.
How do the terms map to controls and evidence?
| Requirement | Control | Evidence it leaves |
|---|---|---|
| Service description and subcontracting | Schedule of agent capabilities, depths and named model providers | Signed schedule, updated on change |
| Data location and change notice | Hosting and model locations listed; notice period before change | Location schedule and notices received |
| Data integrity and confidentiality | No training on your data; encryption and access terms | Contract clauses and vendor attestations |
| Data access and return | Action record exportable on demand and on exit | Export test results |
| Service levels with targets | Availability plus behaviour measures such as escalation and refusal accuracy | SLA reports |
| Incident assistance | Vendor support for agent incidents, including wrong outcomes | Incident tickets and vendor responses |
| Regulator cooperation and audit | Unrestricted access, inspection and audit for you and supervisors | Audit clause and audit reports |
| Termination and exit | Termination rights, transition period and exit assistance | Exit plan aligned to contract |
| Change control | Model change notice and re-test window | Change notices and re-test records |
What will a supervisor or auditor ask?
- Show us the contract with your agent vendor, mapped to DORA's required terms.
- Which model providers does the vendor use, and where is that written down?
- What notice do you get before the model changes?
- Can you get every record of what the agent did for a customer without the vendor's help?
- Have you exercised your audit rights? What did you find?
- What happens to your records and configurations if you terminate?
What do the contractual provisions not cover?
They do not make an inadequate vendor acceptable; due diligence still decides whether to contract. They do not transfer responsibility; the financial entity remains fully responsible for compliance. They do not replace the register of information, concentration assessment or exit planning, which sit alongside. For how these fit together, see DORA and AI agents: what financial entities must do and AI agent regulation mapped to controls.
This is an explanation of the rules, not legal advice; confirm how they apply to you with counsel.
Questions people ask
Do standard vendor terms usually meet DORA?
Often not fully. Many standard terms lack unrestricted audit rights, regulator cooperation clauses or exit transition periods. Expect to negotiate a DORA addendum, and check that it flows down to the vendor's model provider and hosting subcontractors.
Do we need a contract with the model provider directly?
Not necessarily. Your contract is usually with the agent vendor, which must flow down relevant terms to its subcontractors and disclose them to you.
Should service levels cover agent quality?
Yes. Availability alone misses the main risk with agents. Include measures that reflect whether the agent stays in scope and escalates when it should, and how they are reported.