They sent a vendor contract. Here is what to check before you sign.
Vendor agreements and MSAs are written by the vendor, for the vendor. Most of the cost is not in the price — it is in the renewal, the liability, and what happens to your data. These are the clauses to read before you sign.
Seven clauses that decide what this contract really costs
Auto-renewal and notice windows
The agreement renews for another full term unless you cancel inside a set window, often 60 to 90 days before the renewal date. It is the single most common way businesses pay for a year of something they stopped using.
What to ask: Ask for a 30-day window, and for a renewal reminder sent to a named contact before the window opens.
Price-increase clauses
Wording like "fees may be increased on 30 days' notice, and continued use constitutes acceptance" turns your silence into agreement while you remain locked into the term.
What to ask: Ask for a cap on the annual increase, or a right to terminate without penalty if the price rises beyond an agreed threshold.
Uncapped indemnity
You agree to cover the vendor's losses, legal costs, and third-party claims with no ceiling. This is how a small monthly subscription turns into exposure far larger than anything you paid.
What to ask: Ask to cap the indemnity, make it mutual, and limit it to claims actually caused by your breach.
Liability caps that only protect one side
The vendor's liability is capped — sometimes at a single month of fees — while yours is left open. If their outage costs you a customer, you absorb it.
What to ask: Ask for the cap to be mutual, with carve-outs for breach of confidentiality and mishandling of your data.
Data and IP ownership
Check who owns the data you put in, whether the vendor can use it or your name for their own purposes, and what happens to it when the contract ends.
What to ask: Ask for written confirmation that you own your data, a defined export window after termination, and deletion on request.
Governing law and venue
If disputes must be heard in the vendor's home jurisdiction, the cost of travel and local counsel can make a legitimate claim uneconomic to bring at all.
What to ask: Ask for your jurisdiction, or for neutral ground such as agreed arbitration.
One-sided termination for convenience
The vendor can walk away on short notice while you stay committed for the full term. You carry the switching cost of a decision you did not make.
What to ask: Ask for the right to be mutual, or for a pro-rata refund of prepaid fees if they terminate early.
Vendor contract renewal checklist
Renewal is where most vendor contracts cost the most, because the old terms roll forward unless you act. Start 90 to 120 days before the renewal date and work through these steps.
1. Find the notice deadline
Read the term and renewal clause for the cancel window and how notice must be given (email, letter, a named address). Put the last valid notice date in your calendar with a reminder two weeks earlier.
2. Check what changes at renewal
Look for price uplifts, CPI increases, or new list prices that apply automatically at renewal, and whether the renewal term is longer than the original.
3. Review usage against the plan
Compare seats, volumes or service levels you actually used with what you pay for. Unused capacity is your strongest negotiating point.
4. Re-read the risk clauses
Liability caps, indemnities, data ownership and export rights often matter more by year two, once your data and processes depend on the vendor.
5. Get an alternative quote
Even one competing proposal changes the conversation. Vendors expect it at renewal and often discount to keep you.
6. Send your asks in writing before the deadline
List the changes you want: a price cap, a shorter renewal term, a 30-day cancel window, an export window. If you plan to leave, send notice in the exact form the contract requires.
What a finding looks like
Example · Vendor MSA · General analysis
“Customer shall indemnify, defend and hold harmless Provider from and against any and all claims, losses and expenses arising out of or related to Customer's use of the Services.”
"Arising out of or related to" is wide enough to reach claims you had no hand in causing, and nothing here places a ceiling on the amount.
What to ask: Ask to limit the indemnity to claims caused by your breach, make it mutual, and cap it at twelve months of fees.
Frequently asked questions
When should I start reviewing a vendor contract before renewal?
Start 90 to 120 days before the renewal date. Many contracts require notice 60 to 90 days before the term ends, so starting later can leave you locked into another full term.
What happens if I miss the notice window on an auto-renewing contract?
The contract usually renews for another term on the same terms, sometimes with a price increase. Ask the vendor for a shorter extension or an early exit, but they are not obliged to agree.
Can a vendor raise prices at renewal?
Often yes, if the contract allows an increase at renewal or on notice. Check for a cap on increases and for your right to cancel if the price rises, and ask for both before you renew.
How do I negotiate better terms at renewal?
Use your actual usage, a competing quote and the vendor's wish to keep you. Ask in writing for specific changes, such as a price cap, a shorter term, a 30-day cancel window or a guaranteed data export window.
Should a lawyer review a vendor contract renewal?
For routine renewals, a quote-backed check of the renewal, pricing and liability clauses is usually enough. Bring in a lawyer when the contract value is material, the vendor changes its terms significantly, or the liability or data terms are unclear.
Upload the agreement they sent. AxiomRisk quotes the exact sentences that carry these risks and tells you what to ask for.
This page is general information, not legal advice, and it does not create a lawyer-client relationship. Every contract and every jurisdiction differs — review anything that matters with a qualified lawyer before you sign.
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