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Before You Sign Vendor Intelligence Platform How it works Pricing Who it's for Company

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Before You Sign Vendor Intelligence Platform How it works Pricing Who it's for Company

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The vendor contract red-flag checklist

These are the 12 clauses Sidecar checks first when it reviews a vendor agreement — the ones that quietly lock you in, raise your price, or shift the risk onto you. Tick the ones you spot in a contract you're weighing, then have us review it free.

0 of 12 checked

Check each clause you've spotted in a contract you're weighing.

Auto-renewal / evergreen termThe contract renews itself for another full term unless you cancel in a specific window.Why it matters: You get locked into another year — often at a higher rate — simply by forgetting a date.
Long notice-to-cancel windowYou must give 60, 90, or even 120 days' written notice before the term ends to get out.Why it matters: Miss the window by a day and you owe the vendor another full term you never wanted.
Uncapped liability / broad indemnificationYour liability isn't capped, or you agree to indemnify the vendor for wide, vague categories.Why it matters: A single dispute can expose your business to costs far larger than the contract is worth.
Unilateral price-increase rightsThe vendor can raise prices at renewal — or mid-term — at their sole discretion.Why it matters: Your budget is set by them, not you, and you have no contractual room to push back.
Automatic annual escalatorsPrices climb a fixed percentage (often 5–10%) every year, baked into the contract.Why it matters: Compounding increases quietly outpace inflation and inflate the deal's true multi-year cost.
Weak data ownership / portabilityThe vendor claims rights to your data, or offers no clean way to export it if you leave.Why it matters: Your own data becomes a lock-in mechanism, making it costly and painful to ever switch.
Termination-for-convenience asymmetryThe vendor can walk away on short notice, but you're bound for the full committed term.Why it matters: You carry all the commitment risk while they keep the freedom to exit whenever it suits them.
Minimum commitment / true-upYou commit to a minimum volume or spend, with a true-up bill if you fall short.Why it matters: You pay for capacity you never use, and shortfalls trigger surprise catch-up invoices.
Exclusivity requirementYou agree not to use a competing vendor or solution for the length of the term.Why it matters: It strips your leverage to shop around and blocks better or cheaper options that appear later.
Unfavorable governing law / forced arbitrationDisputes are governed by a distant jurisdiction or forced into binding arbitration.Why it matters: Enforcing your rights means fighting on their turf, on their terms, at your expense.
SLA with no real creditsThe service-level agreement promises uptime but offers little or no remedy when it's missed.Why it matters: Guarantees you can't enforce are marketing, not protection — you eat the cost of their outages.
Assignment on acquisitionThe vendor can transfer the contract to any acquirer without your consent.Why it matters: You can end up bound to a company — or a competitor — you never chose to do business with.

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