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Renewals and negotiation

Software Contract Checklist: 25 Terms to Review Before You Sign

A 25-point software and SaaS contract checklist covering commercial terms, renewals, usage rights, data protection, audits and exit, for buyers who are not lawyers.

By the MI Solutions SAM team11 min read1 exhibit

Most software contracts are signed quickly, under deadline pressure, by people who are not lawyers. The terms that cost money later, such as auto-renewal, price increases, license metrics and audit rights, are usually there in plain sight. This checklist covers the 25 terms worth checking every time. Tick them off as you go: the boxes work on this page. It is not legal advice; involve counsel for significant agreements.

Exhibit 1
Where each group of terms bitesTypical impact of each group of contract terms, illustrativeCostFlexibilityRiskExitCommercial termsHighLowLowTerm and renewalHighHighLowMedUsage rightsMedMedHighData and securityHighMedServiceLowMedLowCompliance and exitMedLowHighHighIllustrative. Renewal terms drive cost and flexibility; usage, data and audit terms drive risk.

Commercial terms

Term and renewal

Usage rights

Data and security

Service

Compliance and exit

The five that cost the most

If you only have time for five, check these. They decide most of what you will pay over the life of the contract.

01Auto-renewal

Does it renew without action, and for how long? See auto-renewal clauses.

02Notice period

How early must you act? Record the deadline as a date. See notice periods.

03Price on renewal

Fixed, capped or "then-current list price"? See price uplift clauses.

04License metric

What one unit covers, and how it is counted. See license types.

05Volume flexibility

Can you reduce quantities at anniversaries or renewal?

How MI One helps

Frequently asked questions

Do we need a lawyer for every software contract?

No. Use this checklist for routine purchases, and involve counsel for large, long or data-sensitive agreements.

Can we negotiate a vendor's standard terms?

Often, especially renewal, price-cap and notice terms. Ask before signing; it is much harder afterwards.

See where your software budget goes

Bring your five largest vendors to a 30-minute call. Our SAM experts will show you where the savings usually hide, and how fast MI One can surface them.