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Before you sign that vendor contract, check these five clauses.

Most small businesses read the price and skim the rest of the vendor contract — but that's where liability, lock-in, and cost creep usually hide. A one-sided indemnity clause can make your business pay for the vendor's mistake. A renewal window you miss by a week can lock you into another full year at a higher rate. Here are the five clauses worth reading twice, in the order they tend to bite.

The five clauses that decide it

  1. Scope of workVague language like “ongoing support” or “as needed” with no specifications, volume, or timeline invites scope-creep disputes later — the whole contract is measured against this section, so it's worth pinning down first.
  2. Payment termsThe headline price is rarely the whole story. Check the invoicing frequency, the payment window, and — most often missed — whether the vendor can raise the price mid-term or on renewal without your sign-off.
  3. Liability & indemnificationCheck whether indemnification runs both ways and whether there's a cap tied to what the contract is actually worth — a one-sided, uncapped clause can make your business responsible for the vendor's mistakes.
  4. Termination rightsTermination rights matter most exactly when they're hardest to negotiate — after something's gone wrong. Look for a termination-for-cause right with a real, defined cure period, not just an end-of-term exit.
  5. Auto-renewalAuto-renewal extends the contract unless you give notice inside a specific window — often 60 or 90 days before the end date, when nobody's watching the calendar. Check the window length, and whether price or terms can change on the renewed term.
Illustration of a semi-circular gauge with one orange segment highlighted
Vendor Agreement.pdfPage 1 of 9
Example
High riskreview carefully before you sign

This vendor agreement puts most of the risk on your business.

Lower riskHigher risk
Against youHigh · Liability

Indemnity runs one way, with no cap

Only your side indemnifies, and “without limitation” removes the cap that normally keeps this proportionate — so a claim caused by the provider's own work can land on your business, with no ceiling tied to what the contract is worth.

Ask for

Make the indemnity mutual and cap it — for example at the fees paid in the preceding twelve months, with the usual carve-out for the provider's own negligence.

  • Auto-renews unless you cancel 90 days outHigh · Renewal
  • Price can rise on renewal, with no ceilingMedium · Payment

Get the clause-by-clause read before you sign

Free: your first analysis, no card, no deadline to use it. Every analysis returns a clause-by-clause risk read, the protections this kind of agreement usually has that yours may be missing, and a “Read these first” summary of the heaviest issues — plus a PDF, whether it's one vendor deal or a file cabinet of them.

Analyze my contract — free
  • Encrypted in transit & at rest
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  • Informational — not legal advice