In plain English
Use this checklist before you sign a vendor MSA, SaaS order form, or SOW: confirm parties and fees, calendar auto-renew notice windows, check IP and data terms, read indemnity next to the liability cap, and keep one Word .docx with Track Changes on. Flag, counter, or escalate, don't "hope."
Not legal advice. Escalate material risk to a licensed attorney.
By version90 staff Published Updated How this was made
How to run the pass
- Open the latest
.docx(not a PDF screenshot of Word). - Work top to bottom; check every box or mark N/A with a reason.
- For each fail: accept, counter, or escalate.
- Keep one canonical version: retire
vendor_FINAL_FINAL(2).docx.
Companion: Startup MSA redline checklist · Word tracked changes negotiation.
1. Parties, paper, and scope
- Legal entity names match who invoices / who pays
- Effective date clear (signature vs first invoice vs go-live)
- Products/services match the commercial deal you think you bought
- MSA + Order Form + SOW + DPA + SLA listed; attachments present
- Order of precedence defined if documents conflict
- Affiliates / "Customer Group" language won't silently expand spend
Why: Wrong party + floating exhibits = unenforceable vibes and invoice drama.
2. Term, auto-renew, and exit
- Initial term length matches intent (12 vs 24 is a classic silent change)
- Auto-renew present or absent, conscious choice
- Notice window hittable (prefer 60–90 days over 30 for quarterly planning)
- Notice method and address specified
- Termination for convenience: who has it; refunds / wind-down
- Termination for cause + cure period defined
- Data export / transition assistance on exit spelled out
Deep dive: Auto-renewal clauses and notice windows.
Redline cue: Auto-renew + 30-day notice + board approval culture = you will miss it.
3. Fees, payment, and uplifts
- Fees, currency, seats/usage metrics match the quote
- Payment terms (Net 15/30/60) match cash reality
- Late fees / interest reasonable and capped
- Renewal or mid-term price increases capped + noticed
- Taxes, expenses, overages explicit
- Credits / refunds on outages or early termination clear
Redline cue: Diff payment terms against the last approved draft every round.
4. Intellectual property and usage rights
- You get a license broad enough to use what you paid for
- Vendor keeps pre-existing IP; custom work ownership explicit
- Feedback clause isn't an unbounded assignment of your ideas
- Restrictions on reverse engineering / benchmarks acceptable
- Publicity / logo rights require opt-in if you care
5. Confidentiality, security, and data
- Confidentiality mutual (or deliberately one-way)
- DPA attached if personal data / customer data is processed
- Subprocessors disclosed or list available; change notice acceptable
- Breach notification timing operationally realistic
- Security exhibit / SOC reports available as claimed
- Return/destruction of data on exit practical
6. Warranties, SLA, and support
- Express warranties exist (professional manner / conformity to docs)
- "As-is" not silently wiping paid production services
- SLA credits (if any) are remedy or clearly non-exclusive
- Support hours / severity definitions match how you run ops
- Maintenance windows and forced upgrades understood
7. Indemnity
- Vendor IP indemnity present for the product you buy
- Your indemnity limited to misuse / your materials / illegal content, not their failures
- Claim types listed; reject vague "any and all related to the Agreement"
- Defense control, notice, settlement consent defined
- Interaction with liability cap understood
Guide: Indemnity clauses explained.
8. Limitation of liability
- There is a liability cap (uncapped = escalate)
- Cap tied to fees (e.g., 12 months) or other insured number
- Aggregate vs per-claim clear
- Consequential / lost-profits exclusion present
- Carve-outs limited, not a laundry list that empties the cap
- Cap mutuality considered relative to deal power
- Insurance actually covers what you promised
Guide: Liability cap for startups.
9. Insurance, audit, compliance
- Required coverages proportionate to deal size
- Certificates on request, not weekly homework
- Audit rights: notice, frequency cap, scoped records
- Compliance with laws mutual and proportionate
- Flow-down obligations you can actually meet
10. Assignment, law, notices, logistics
- Assignment on change of control acceptable for your fundraising / M&A plans
- Governing law / venue acceptable or consciously traded
- Notice addresses current; update mechanics exist
- Entire agreement + amendments in writing
- Counterparts / e-sign allowed
11. Version and negotiation hygiene
- Track Changes on for your edits
- Filename includes vendor + date + version
- Prior versions retained
- No "clean copy" accepted without a diff
- Open issues list exists before signature
- Executed copy stored where finance can find renewals
See: Word tracked changes negotiation · CLM for small business vs enterprise.
Walk-away / escalate signals
- Uncapped liability with hollow carve-outs
- You indemnify the vendor for their IP or security failures
- Auto-renew + short notice you can't operationally hit
- Unilateral price changes without a real out
- Audit/security obligations that cost more than the contract
- Silent edits: Track Changes off or clean copy that differs
Quick scoring table
| Area | Pass | Needs counter | Escalate |
|---|---|---|---|
| Parties & scope | ☐ | ☐ | ☐ |
| Term & renew | ☐ | ☐ | ☐ |
| Fees | ☐ | ☐ | ☐ |
| IP | ☐ | ☐ | ☐ |
| Data & security | ☐ | ☐ | ☐ |
| Indemnity | ☐ | ☐ | ☐ |
| Liability cap | ☐ | ☐ | ☐ |
| Version hygiene | ☐ | ☐ | ☐ |
About this page
Who. Written by version90 staff at Latent Ape LLC, the company that builds version90, working with AI tools. We build contract software and run our own contracts through it; we are not a law firm, and nothing here is legal advice.
How. Each piece starts from the review workflow version90 is built around. AI drafts and structures the text; staff edit, fact-check, and rewrite it before it is published, and we update the date shown above whenever the substance changes.
Why. The library exists to give founders and ops teams a shared standard for reviewing contracts without a legal department. If you spot an error, email [email protected] and we will fix the page.