Vendor contract analyzer
Don't sign blind.
Vendor sent a master service agreement, data processing addendum, or order form? Upload it. Dang reads the document and flags auto-renewal traps, one-sided liability caps, broad indemnity, vendor-only termination rights, and unilateral terms changes.
No account requiredFile deleted after analysisNot legal advice
What Dang checks for
Fifteen named checks run across every vendor agreement. The patterns that quietly flip leverage:
- Auto-renewal traps. Flagged when non-renewal notice exceeds 30 days or requires written form unusual for the relationship. Cal. Bus. & Prof. Code § 17602 sets the most stringent state rule.
- Liability cap mismatch. Vendor caps liability at one month's fees while leaving customer obligations unbounded. Worth pushing for a higher cap or mutual carve-outs.
- Broad indemnity. Customer indemnifies vendor for any third-party claim arising from use. Flagged when language is unbalanced.
- Termination-for-convenience asymmetry. Vendor can terminate at will; customer cannot. Common pattern that locks customers into the runway.
- Unilateral terms changes. Vendor can change terms with notice. Cal. Bus. & Prof. Code § 17602 restricts this for consumer auto-renewing services.
- Data export rights. Flagged when no export-on-termination clause exists; you may lose access to your data.
- Data ownership. Vendor claims ownership of customer data or perpetual license language flagged.
- SLA missing. No uptime commitment or remedy if the service goes down.
- Personal guaranty. Found in some smaller-vendor agreements. Flagged.
- Forced arbitration + class action waiver. Common; worth understanding scope and venue.
Sample preview
90-day non-renewal notice window. Above the 30-day standard pattern. Set a calendar reminder.
Vendor may terminate for convenience with 30-day notice. Customer has no equivalent right.
No data export rights on termination. Worth negotiating a 30-day export window.
What to ask before signing
- When does the contract auto-renew, and what does cancellation require?
- What is the liability cap, and does it match the value at risk?
- Is termination-for-convenience symmetric or vendor-only?
- Can I export my data on termination?
- Can the vendor change terms unilaterally?
- What is the SLA, and what is the remedy if it is missed?
Frequently asked questions
What does "auto-renewal" mean in a vendor contract?
Most vendor agreements continue automatically at the end of the initial term unless you give written non-renewal notice within a set window. Forgetting the window often locks you in for another year.
What's a reasonable liability cap?
Common pattern caps vendor liability at fees paid in the prior 12 months, with carve-outs for IP infringement, confidentiality, and data breach. Asymmetric caps are negotiable.
What if the vendor changes the terms?
Some auto-renewal laws restrict unilateral mid-term changes for consumers. California ARL sets the most stringent rule.
What does this analyzer cost?
Preview is free. Full report is $6.99, one-time, no subscription.
Sources & further reading
- Cal. Bus. & Prof. Code § 17602 · California Automatic Renewal Law
- N.Y. Gen. Bus. Law § 527-a · New York auto-renewal
- Colo. Rev. Stat. § 6-1-732 · Colorado auto-renewal
No account required · File deleted after analysis · Not legal advice. Dang reports contract findings in plain English. For consequential decisions, consult a licensed attorney in your state.