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

Machinify is a leading healthcare intelligence company with expertise across the payment continuum, delivering unmatched value, transparency, and efficiency to health plan clients across the country. Deployed by over 85 health plans, including many of the top 20, and representing more than 270 million lives, Machinify brings together a fully configurable and content-rich, AI-powered platform along with best-in-class expertise. We’re constantly reimagining what’s possible in our industry, creating disruptively simple, powerfully clear ways to maximize financial outcomes and drive down healthcare costs. **The Role** We are hiring an Assistant General Counsel to own how AI, data, and related IP terms are drafted and negotiated across our commercial agreements. You will report to the Deputy General Counsel and partner with them on the full commercial portfolio, but the center of gravity of this role is the set of issues that decide whether a Machinify deal works: what our customers' data can be used for, how model training and outputs are governed, how PHI moves and is protected, and how our intellectual property is defined and preserved. Machinify has a Chief Privacy Officer and a compliance function that set our privacy, security, and regulatory positions. This role does not own those programs. It is the person who turns their guidance into contract language that holds up at the negotiating table — and who brings real deal friction back to them so the standard can be adjusted with full information. This is a hands-on drafting and negotiating job. You will sit across the table from health plan counsel and procurement teams, work alongside Sales and Client Success on live deals, and sit with product and engineering to make sure the contract terms and the product match. **What You'll Do** ***AI and data rights*** - Own the AI provisions in customer, partner, and vendor agreements — training and improvement rights, de-identification and aggregation, model and output ownership, human oversight, performance and accuracy commitments, transparency and explainability obligations, and allocation of AI-specific risk. - Draft and maintain the company's standard AI contract language and the fallback positions behind it, so deal teams know what is standard, what is negotiable, and what requires escalation. - Negotiate data use and data rights terms with sophisticated health plan customers, including secondary use, derived data, retention and deletion, and downstream restrictions. - Advise product and engineering on new AI features before launch — what the contracts permit, what the contracts would need to say, and where a design choice creates a legal constraint. - Track AI regulation and health-sector AI guidance to enable translating it into contract language and product guidance, not just memos. ***Translating privacy, security, and compliance requirements into contract terms*** - Take the positions set by the Chief Privacy Officer, Compliance, and Information Security and convert them into contract language, standard clauses, and defined fallback positions. - Negotiate BAAs, data processing agreements, data protection schedules, and security exhibits, resolving conflicts between customer paper and our platform architecture. - Know HIPAA, state health privacy and consumer privacy requirements, and offshore access and subcontractor restrictions well enough to negotiate them credibly and to recognize when a customer ask exceeds what has been approved. - 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. - Close the loop back to those teams: where language repeatedly fails in negotiation, bring it back so the standard can be revised rather than re-fought deal by deal. ***Intellectual property*** - Structure IP ownership, license scope, and feedback and improvement provisions so that platform-level IP stays with Machinify while customers get what they need. - Handle open source and third-party model and data licensing questions raised by engineering, and flag where a license choice constrains a commercial position. - Support IP protection strategy, including invention capture, trade secret hygiene, and trademark matters, working with outside counsel where needed. ***Commercial contracting*** - Draft, negotiate, and close the full range of commercial agreements: 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 that hold to the business's dates. - Contribute to the Deputy GC's template and playbook program by standardizing language and cutting cycle time on routine paper. - Give the business a clear read on risk: what the exposure actually is, what it would take to fix, and what is worth accepting. ***Supporting Sales and Client Success*** - Serve as the day-to-day legal partner to Sales and Client Success on active deals and renewals — joining customer calls, taking the pen, and getting to signature on their timeline. - Explain our AI, data use, privacy, and IP positions directly to commercial clients and their counsel in plain terms, so the conversation stays about substance rather than paper. - Equip the field: build the talk tracks, FAQs, and one-pagers that let Sales and Client Success answer routine AI and data questions without pulling in Legal. - Give quick, clear answers on what is standard, what is negotiable, and what needs escalation, so deals don't stall waiting on Legal. **What You Bring** ***Required*** - 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 — training rights, model and output ownership, data use limitations — not just familiarity with the topic. - Working command of HIPAA and health data privacy, including BAAs, de-identification standards, and PHI handling in a vendor or business associate posture — enough to negotiate it, as distinct from running a privacy program. - Substantive IP experience in a software or data context: licensing, ownership structuring, and open source. - Healthcare industry experience — payer, payment integrity, health tech, provider, or a closely related setting. - A track record working directly with Sales or Client Success teams, including client-facing negotiation and explaining legal positions to non-lawyers. - Comfort operating inside someone else's guardrails — executing the privacy and compliance standard the CPO sets, and escalating rather than improvising when a deal pushes past it. - The judgment to advise a fast-moving business on unsettled questions without either blocking the deal or waving it through. ***Preferred*** - Experience selling into or buying from health plans, and familiarity with payer procurement and security review processes. - Exposure to government healthcare contracting (CMS, state Medicaid, or federal subcontracts) and the flow-down terms that come with it. - Experience building contract templates, playbooks, or a deal desk from an unstructured starting point. - Familiarity with emerging AI governance frameworks and how they land in a regulated industry. **How We Work** - Small legal team, direct access to the business, and no layers between you and the decision. - Clear, fast answers are valued over exhaustive ones. We flag what matters and move. - You will be asked for a recommendation, not a list of considerations. - Legal, Compliance, Privacy, and Information Security operate as one group. Each function owns its standard; everyone is expected to make the others' standards work in practice. **What We Offer** - Work from anywhere in the US! Machinify is digital-first. - Top Medical/Dental/Vision offerings - FSA/HSA - Tuition reimbursement - Competitive salary, 401(k) with company match - Additional health and wellness benefits and perks - Flexible and trusting environment where you’ll feel empowered to do your best work The salary for this position is based on an array of factors unique to each candidate: Such as years and depth of experience, set skills, certifications, etc. We are hiring for different levels, and our Recruiting team will let you know if you qualify for a different role/range. Pay range: $225,000 - $250,000 + Annual Bonus **Equal Employment Opportunity at Machinify** We are committed to equal employment opportunity regardless of race, color, ancestry, religion, sex, national origin, sexual orientation, age, citizenship, marital status, disability, gender, gender identity or expression, or veteran status. We are proud to be an equal opportunity workplace. Machinify is an employment at will employer. We participate in E-Verify as required by applicable law. In accordance with applicable state laws, we do not inquire about salary history during the recruitment process. If you require a reasonable accommodation to complete any part of the application or recruitment process, please let our recruiters know. See our Candidate Privacy Notice at: