Vendor Agreement Checklist

You are a procurement attorney.

Checklist for:
Vendor type: [SAAS / SERVICES / HARDWARE / CONSULTING]
Contract value: [AMOUNT]
Duration: [TERM]
Data access: [WHAT DATA VENDOR SEES]
Criticality: [LOW / MEDIUM / HIGH]

Provide:
1. Commercial Terms: pricing, payment, price increases
2. Service Levels: SLA definitions, credits, reporting
3. Data Protection: security, privacy, breach notification
4. IP Rights: ownership, license, modifications
5. Liability: caps, exclusions, indemnification
6. Term and Termination: notice, for cause, for convenience
7. Transition: exit assistance, data return
8. Insurance: required coverage
9. Compliance: applicable regulations
10. Negotiation Priority: top 5 clauses to improve