9 things (+ a bonus) we negotiate in IT contracts for our clients.
These are the things that can 🔥 you big time. If your lawyer is focused on commas and wordplay that's not a good sign.
Steal this list for yourself and let me know if I've missed anything!
1/ Auto-renewal language
After the initial term is there an auto-renewal? Is it for the same length, one year, month-to-month?
2/ Notice period
Exactly how far in advance do you have to give notice before triggering an auto-renewal?
If you terminate the contract what happens? Can you hold over services and continue for a period of time? How long? Is there a penalty rate for this?
4/ Migration Assistance
Is the supplier required to provide assistance post-termination while you migrate to another? What does this look like? Are there SLAs attached and penalties if they do not?
5/ Force Majeure
Do you have the right to cancel the agreement if a force majeure event happens? Are there additional criteria you have to meet?
6/ Early Termination
Are there early termination fees (ETFs) or liabilities (ETLs) in the agreement? What percentage of the remaining term are ETFs? What is normal for the industry/service?
7/ Business Downturn
If you have a significant financial hit to your business do you have any relief in the contract?
Does the provider have unilateral assignment rights in the agreement? Do you want that?
What conditions and remedies does the SLA detail. Do you need to request credits or are they automatic? Who certifies service impact? Do you have the right to cancel the agreement (without penalties) for SLA issues?
When signing a new service order, does that reset the term dates of previous service orders? Seemingly minor changes can have massive impacts.