Catch the clauses you shouldn’t sign.
Pre-signature review of the vendor’s final contract. Surfaces traps, lock-ins, unfavorable risk shifts, and BAA gaps that read like fine print and cost like a lawsuit.
One business-day reply. The walkthrough runs against a real contract you bring.
Auto-renewal · High
“This Agreement shall automatically renew for successive twelve (12) month terms unless terminated no later than ninety (90) days prior to the end of the then-current term.”
Why it matters
A 90-day notice window on a 12-month term leaves almost no room to renegotiate before the renewal locks in. You pay for the next year before you realise you wanted out.
The defects consultants charge six weeks to find — surfaced in minutes.
Every clause reviewed against a fixed checklist of the contract risks that show up in vendor paperwork over and over. Each finding lands with a category and a severity — so what you escalate first is obvious.
- Lock-in & auto-renewalAuto-renews for 12 months unless cancelled 90 days before expiry.
- Termination & exitTermination for convenience capped at 30 days; data-return window is "commercially reasonable".
- Liability cap & indemnityCap set at 12 months of fees; mutual indemnity flips one-sided after year two.
- Data ownership & BAAPHI ownership stays with vendor on termination; BAA sub-contractors undisclosed.
- Pricing & benchmarking trapsPrice-locked only if you file a benchmark report within 14 days; CPI escalator uncapped.
- IP & source-code escrowVendor background IP reaches into your customisations; no escrow unless you prepay.
Every flag carries a category (lock-in, liability, indemnity, IP, data protection, termination, payment, warranty, compliance) and a severity (critical / high / medium / low) — so what to push back on first is obvious.
Three steps from finalised contract to defensible sign-off.
No law degree required. No “we’ll get back to you in six weeks.” The flag list arrives with the contract still on your desk — so the conversation you have with the vendor is still the one that matters.
- 01
Paste, upload, or carry over
Drop the vendor’s final contract text in. Or upload the PDF. Or carry it over from a document that already lives in your VendorEvaluate workspace — one click re-routes the file to red-flag review.
- 02
Read the per-clause flag list
The analyzer returns labelled red flags by clause — categorised (lock-in, termination, liability cap, BAA, pricing, IP, compliance) and severity-tagged critical/high/medium/low, with a plain-language “why it matters” for each.
- 03
Send the suggested ask
Every flag comes with copy-ready language — a suggested ask you can paste straight into your reply email. Export a PDF audit report from the worker row on the pricing page.
What the red flag list actually looks like in your inbox.
Plain-language findings copy-pasted into a one-line reply email.
VendorEvaluate catches the clause that locks you in for another year, the indemnity that flips one-sided after year two, the BAA sub-contractor that wasn't disclosed — and drafts the language you can send back asking to change it. The flag list is the work product your physician-owners sign off on; the suggested-ask language is what goes in the reply.
What VendorEvaluate delivers
- Per-clause findings with category + severity — no reading the BAA yourself to know what you missed
- A suggested ask for each flag, ready to paste into your reply email and send back
- Plain-language "why it matters" beside each finding, so a non-lawyer can decide what to push back on
- A PDF audit export you can hand to counsel — or to the vendor’s counsel — as the written record
Bring the contract you’re about to sign.
We'll run Contract Watchdog against it live — pointing out the clauses you actually want to push back on and drafting the language to send back. One business-day reply, no sales sequence.
Or see what each tier covers in pricing.