Vendor Contract Risk Scanner

Deal structure

$18k/year SaaS subscription with automatic renewal. Most of the termination and
liability risk in this draft sits with you, the buyer, not the vendor.

Flagged clauses

1. Auto-renewal trap
The contract auto-renews unless you cancel 90 days before term end, with no reminder
obligation on the vendor's side — easy to miss and lock yourself into another year.
Pushback language: require the vendor to send written renewal notice 60 days ahead
of the cancellation deadline.

2. Liability and indemnification imbalance
The vendor's liability is capped at 3 months' fees, but your indemnification for "any
claim arising from use of the platform" is unbounded and one-directional.
Pushback language: propose mutual, capped indemnification tied to the same
fee-based cap the vendor gets for itself.

3. One-sided termination rights
The vendor can exit in 30 days for any reason; you need a 60-day cure period and cause.
Pushback language: request a matching convenience-termination right, or shorten your
cure period to 30 days.

4. IP/data ownership grab
The vendor owns "derivative improvements" built on your own custom configuration,
not just a license to them.
Pushback language: propose the vendor keep ownership of its core platform while you
retain ownership of configurations and work product built on top of it.

Scope note

General screen — all 8 risk categories were checked.

Disclaimer

This is a first-pass risk-pattern screen, not legal advice. For anything material,
please have this agreement reviewed by a qualified attorney before signing or renewing.

Next steps: Bring the four pushback points into your next round with the vendor.
If they push back on the indemnification or IP terms, that's usually a signal those
clauses weren't boilerplate — worth involving your attorney before you concede.