A vendor contract is written by the vendor's legal team to favor the vendor — that's the job of vendor legal. The buyer's job is to push back, and the buyer rarely has dedicated legal resources to do it. Scrutr closes that gap. It reads vendor MSAs, services agreements, and supplier contracts the way a senior procurement counsel would — flagging the clauses that matter, suggesting the redlines, and drafting the email.
The eight clauses Scrutr checks in every vendor contract
Scrutr's vendor review covers: indemnification scope and any one-way carve-outs, limitation of liability cap and exclusions, data handling and security obligations, SLA terms with real remedies (not just credits), termination rights (for convenience and for cause), audit rights and reporting obligations, pricing and price-increase mechanisms, and IP ownership of work product. Each is scored against B2B market benchmarks.
Indemnification: the vendor side's favorite asymmetry
A buyer-favorable vendor contract has mutual indemnification: the vendor indemnifies for its IP, breach of confidentiality, and gross negligence; the buyer indemnifies for its use of the deliverable. A vendor-favorable contract has only one-way indemnification — the buyer indemnifying the vendor for everything. Scrutr flags one-way indemnification and suggests the standard market position: mutual, capped at 12 months of fees, with carve-outs for gross negligence and willful misconduct.
Data handling — the clause that becomes a compliance problem later
If the vendor will touch any of your data (customer data, employee data, financial data), the contract needs explicit language on: data classification, encryption in transit and at rest, breach notification timelines, sub-processor approval rights, return or destruction on termination, and audit rights. Scrutr identifies missing data handling language and suggests the standard DPA (data processing addendum) terms for GDPR / CCPA contexts.
SLAs with teeth
Most vendor contracts include an SLA — uptime percentage, response time — with credits as the remedy. Credits are toothless if they cap out at 10% of monthly fees. Scrutr checks: does the SLA have a meaningful remedy (significant credits, termination right after repeated breach), is the measurement methodology defined, are exclusions narrow (planned maintenance, force majeure) or broad (any cause outside vendor's control)? The right SLA is a contract where breach actually costs the vendor something.
How Scrutr's vendor review differs from in-house counsel review
An in-house counsel reviewing a vendor contract typically takes 1–3 days for a standard agreement and 1–2 weeks for an MSA. Most small and mid-market companies don't have in-house counsel at all — vendor contracts get signed by ops, finance, or the founder. Scrutr produces the same risk analysis and redlines in 60 seconds, free for the first review. For large strategic vendor deals ($500K+ ARR), supplement Scrutr with a procurement lawyer. For everything else, Scrutr is what gets the review done.