Vendor contract review checklist
Six things to check in every vendor contract before you sign or renew, what good looks like, and what to ask for when it isn't there.
1. Auto-renewal
Does the contract renew by itself? For how long? Good: renewal only by agreement, or a renewal reminder from the vendor, and a renewal term no longer than the first.
2. Notice period
How many days before the end must you give notice, and in what form? Good: 30 days or less, notice by email accepted, and no "no earlier than" window.
3. Liability cap
What is the most either side can recover? Good: a mutual cap of at least 12 months of fees, with higher caps or no cap for data breaches, confidentiality and indemnities.
4. Termination
Can you leave early, and at what cost? Can the vendor leave, or suspend the service? Good: termination for breach with a cure period of 30 days or less, no early-termination fee, and help moving your data out.
5. Price escalation
Can the price change during the term or at renewal? Good: fixed prices during the term and renewal increases capped at a small percentage or CPI, with 60 to 90 days' notice.
6. Data processing
What can the vendor do with your data? Good: use only to provide the service (no AI training), a data processing agreement, a sub-processor list with notice of changes, breach notice within 24 to 72 hours, and deletion when the contract ends.
The vendor contract scanner checks all six areas in your browser and shows the clause behind each finding.
General information, not legal advice. Last reviewed 28 September 2026.
Questions
What should I check first in a vendor contract?
The renewal date and notice period, because missing them locks you in for another term. Then the liability cap, termination rights, price increases and what the vendor may do with your data.
What is a normal notice period for non-renewal?
30 to 60 days is common in software contracts; 90 days or more is long and easy to miss. Put the deadline in your calendar the day you sign.
What is a reasonable liability cap?
For software and services, the fees paid or payable in the 12 months before the claim is a common general cap, often with higher caps or no cap for data breaches, confidentiality and indemnities.
Should price increases be capped?
Yes. Ask for fixed prices during the term and a renewal increase capped at a small percentage or CPI, whichever is lower, with advance notice.