Guest Post by Matt Todd and Bryce Bailey
Quantum computing has long been discussed as a distant technical ambition. However, recent developments suggest it is closer as a legal issue than we may think. In late 2024, Google announced its “Willow” chip and described a significant error-correction advance. IBM continues to publicize its roadmap toward larger-scale systems and, more recently, proposed expanded quantum-manufacturing capacity in New York. And most recently, NVIDIA has announced the release of AI models specifically designed to help push the world toward practical quantum computing. Even if practical, fault-tolerant quantum computing is not fully here, the technology’s trajectory is concrete enough that legal departments should begin treating quantum readiness as a present governance issue, rather than a speculative one.
Quantum computing does not need to be commercially ubiquitous before it creates legal risk. For many companies, the near-term issues will arise from procurement, export controls, cloud-service dependency, cybersecurity representations, and post-quantum cryptography migration. Legal departments should therefore treat quantum readiness as a present governance issue, not a future technical exercise.
As with many emerging technologies, the earliest legal issues may not arise from the technology’s functionality, but from the commercial and regulatory arrangements needed to commercialize it. Quantum computing presents a mix of supply-chain concentration, contract complexity, cybersecurity pressure, and cross-border regulatory risk. Companies exploring quantum tools should begin evaluating these issues now, before adoption outpaces governance and they are left playing catch-up.
Hardware constraints and the legal risk around source materials
One underappreciated legal issue is that quantum computing depends on a narrow and sensitive hardware stack. Certain leading architectures (such as superconducting and spin qubits require specialized cryogenic systems, highly controlled fabrication processes, and scarce inputs such as helium-3 and other advanced materials. That means quantum deployment is not simply a software question; it is also a sourcing and allocation question. The legal implications can include supply assurance disputes, force majeure exposure, pricing volatility, and concentration risk when key inputs are available only from a small number of suppliers.
This issue becomes more significant because governments are already treating quantum technology as strategically sensitive. In September 2024, the U.S. Commerce Department imposed new export controls covering quantum-computing technology, advanced semiconductor manufacturing equipment, and Gate All-Around Field-Effect Transistor (“GAAFET”) technology. As a result, companies working in the quantum ecosystem may need to address export classifications, licensing pathways, foreign-national access, and diligence on counterparties and destinations earlier than they would in more ordinary commercial hardware arrangements.
For executives, the practical takeaway is that procurement and product teams should not assume quantum hardware inputs will be sourced like conventional IT equipment. Agreements may need more detailed provisions on allocation priority, alternate sourcing, change-in-law risk, export-control compliance, audit rights, and contingency planning if critical materials or components become restricted or unavailable.
More complex lease and service arrangements in a provider-concentrated market
A second likely issue is market structure. Most companies will not own a quantum computer outright. Instead, quantum access today is generally delivered through cloud or platform arrangements, whether directly from hardware providers or through major cloud intermediaries. This concentration among major computing providers means early quantum adoption will often look less like a capital purchase and more like a highly specialized, provider-controlled service relationship.
That delivery model raises familiar cloud-contract issues, but in a more acute form. Quantum customers may face limited portability, opaque performance metrics, evolving service definitions, queue-based access, dependency on proprietary toolchains, and uncertain benchmarking across providers. In addition, because these systems are scarce and technically immature, standard form terms may leave customers with little leverage on uptime, reproducibility, support obligations, or remedies if results are commercially unusable. These concerns are heightened where a company is using quantum outputs for regulated workflows, material R&D decisions, or high-value optimization. The legal work, then, is not merely to “buy access,” but to contractually define what is being promised.
For that reason, lease, hosting, and services documentation in the quantum context may need to become more sophisticated than standard cloud-services documentation. Counsel should pay particular attention to service descriptions, benchmarking commitments, queue/access priority, availability credits, reproducibility obligations, rights to outputs, restrictions on using customer data to improve provider systems, audit rights, suspension rights, subcontractor disclosures, data-location commitments, change-management procedures, and transition assistance. Counsel should also consider provisions addressing usage rights in outputs, confidentiality of submitted models and data, model-training restrictions, technical validation rights, subcontractor visibility, jurisdiction of data processing, service suspension triggers, transition assistance, and termination rights tied to roadmap changes. Where the provider bundles access with consulting, algorithm support, or co-development, intellectual-property ownership and background-technology carve-outs will also require close drafting.
Because quantum workflows may be probabilistic or experimental, customers should avoid assuming that ordinary SaaS performance concepts will map neatly onto quantum services. Contracts should distinguish between access to a system, support for an algorithm, validation of a result, and responsibility for business decisions made using the output.
Data security risk as quantum computing pressures current encryption
The most widely discussed legal issue associated with quantum computing is certainly cybersecurity. NIST finalized its first post-quantum cryptography standards in 2024 and has continued building transition guidance, while CISA states that advances in quantum computing increase risk to certain widely used encryption methods across critical infrastructure. These are not abstract academic signals; they are regulatory and technical markers that organizations should begin transition planning now.
The legal risk is not limited to the day a quantum computer can defeat current public-key cryptography at scale (although that is a very real and very substantial risk). However, a more immediate concern, which has been discussed by the Federal Reserve, is the so-called “harvest now, decrypt later” problem: adversaries may collect encrypted sensitive data today and hold it for future decryption once quantum capabilities improve. That means businesses handling long-life confidential information, such as trade secrets, health information, financial records, and strategic communications, may already face a present-day issue. In practice, this can affect data-retention decisions, vendor security reviews, incident response planning, and representations made to customers or regulators about “industry standard” safeguards. Safeguards that are sufficient based on today’s technology may fail once you are years down the road.
The contract implications are equally important. Security addenda and data-processing terms that merely require “commercially reasonable security” may become inadequate if they do not account for cryptographic migration, crypto-agility, or inventorying where vulnerable public-key cryptography is embedded. Over time, companies may see more procurement questionnaires, customer commitments, and possibly sector-specific expectations asking whether the organization has a post-quantum roadmap, has inventoried cryptographic dependencies, and can coordinate migration across vendors. Savvy businesses that want to future-proof their cybersecurity may roll these out before the risks are fully apparent. Businesses that delay may find themselves exposed not just to security incidents, but to breach-of-contract, unfair-practices, or negligence theories after the fact.
Governance issues that cut across all three categories
These three issues: hardware constraints, concentrated service models, and encryption risks, share a common theme – quantum computing will likely arrive first as a governance challenge. Before most companies ever see broad quantum advantage in daily operations, they may already need updated procurement language, revised security roadmaps, stronger export-control review, and clearer board-level reporting on technology concentration and cryptographic transition. In that respect, quantum computing resembles other emerging technologies: the law will not wait for full technical maturity before imposing practical obligations.
Checklist and conclusion
Executives should avoid treating quantum computing as a “future” topic. The more prudent approach is to begin with governance: understand where quantum dependence may arise, where encryption vulnerabilities may persist, and where existing contracts are too generic to address concentrated, strategically sensitive infrastructure. Organizations that start now will be better positioned to adopt quantum tools responsibly and to defend their cybersecurity posture if regulators, customers, or counterparties later ask what preparations were made.
In order to assess your organization’s readiness for emerging quantum-related legal risk, consider a checklist like the below:
Procument and Supply Chain
- Identify whether any planned products, partnerships, or R&D efforts depend on scarce quantum hardware inputs, specialized cryogenic systems, or export-controlled components.
- Assess alternate sourcing, allocation priority, and change-in-law provisions.
Contracts and Special Arrangements
- Review whether proposed quantum access arrangements clearly address service levels, output rights, confidentiality, portability, subcontracting, and termination assistance.
- Address ownership of jointly developed algorithms, models, workflows, or improvements.
Cybersecurity and Data Governance
- Inventory where your business relies on quantum-vulnerable public-key cryptography in products, networks, and vendor environments.
- Develop an internal migration roadmap for post-quantum cryptography, particularly for data or systems requiring long-term confidentiality.
- Reassess retention of highly sensitive encrypted data that could be exposed by future “harvest now, decrypt later” attacks.
Export Controls and Governance
- Confirm whether any quantum-related hardware, software, technical data, or collaboration could trigger export-control or foreign-access restrictions.
- Assign responsibility across legal, procurement, security, and technical leadership so quantum-related issues are tracked as a cross-functional risk rather than an isolated R&D topic.
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About the Authors
Matt Todd is co-chair of both the Licensing & Transactions Practice Group and the Restrictive Covenants & Trade Secrets Litigation Practice Group at Polsinelli. Matt also serves on Polsinelli’s Blockchain and Web3 Steering Committee. He advises technology companies and enterprise clients on intellectual property, software, data, cybersecurity, AI, blockchain, and other emerging technology transactions. Matt earned his J.D. from St. Mary’s University School of Law and brings more than 20 years of transactional and technical experience assisting clients with the commercialization and deployment of advanced technologies.
Bryce Bailey is an associate at Polsinelli who advises clients on technology and intellectual property matters, including technology transactions, software licensing, data privacy, AI, and open-source software. He earned his J.D. from the University of Georgia School of Law and leverages his engineering background to provide practical, business-focused legal counsel.
