Risk toolkit/Procure
Contract Red-Flags Guide
You will not win every point in legal mark-up. Decide in advance which three are walk-away. Ask the questions in the commercial meeting, not only in redlines - if they have to “take it away”, that is information.
Excel workbook
What is in the file
- Eight clauses: auto-renewal, uncapped uplift, data-exit fees, weak SLA, first-line seat tax, open-ended implementation, liability, residency and subprocessors.
- For each: why it bites, the question to ask, a good answer, and an evasive one.
The eight clauses
Read the order form and the MSA together. The nasty language often sits in the order form, the SLA schedule, or the indexation paragraph nobody reads.
| Clause | Ask this |
|---|---|
| Auto-renewal window | What is the notice period, in writing, and does it sit in the order form? |
| Uncapped price uplift | What is the maximum annual uplift, in percent, for the term? |
| Data-exit fees | If we leave, how do we get a complete export, in what format, at what cost, within what time? |
| Weak SLA | What is the uptime commitment, how are credits calculated, and when can we terminate for SLA breach? |
| First-line seat tax | What does it cost to give every risk and control owner a login in year 2? |
| Open-ended implementation | Is implementation fixed-scope and fixed-price, and when is the first board pack from the system? |
| Liability | What is the cap, and is there a higher cap for data incidents? |
| Residency / subprocessors | Where is the data hosted, and can that change without our consent? |
Want this running as BAU, not a file
Initia is the platform these templates were taken from. Same fields, without the reconciliation.