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.
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What Dang checks for
Dang reviews the clauses in your document and explains the findings in plain English. 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?
Contract analysis is temporarily unavailable while we upgrade the review engine.
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.