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.

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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.

What a finding looks like

Example · Vendor MSA · General analysis

HIGH — If something goes wrong, you pay for all of it

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.

Upload the agreement they sent. AxiomRisk quotes the exact sentences that carry these risks and tells you what to ask for.

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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.