Review a vendor MSA against the terms you actually expect.
A master services agreement sets the rules for every statement of work that follows it. Gaps here repeat on every project, so they cost the most to miss and the most to fix later. Clauselytics compares the vendor's draft with your benchmark and shows each difference, rated by risk, with the exact clause to push back on.
What to compare in a vendor MSA
These are the areas where drafts most often differ from a buyer's standard. A gap report checks them against your benchmark, clause by clause.
Limitation of liability
Caps set at fees paid in a short window, or carve-outs that quietly drop out, can leave you carrying most of the risk.
Indemnities
One-way indemnities, narrow coverage for third-party IP claims, or missing defence obligations are common gaps in vendor paper.
Termination rights
Check for termination for convenience, cure periods, and what happens to your data and work in progress when the agreement ends.
Payment and price changes
Payment terms, late fees and the vendor's right to change rates often differ from your standard without being called out.
Order of precedence
If a statement of work can override the MSA, protections you negotiated at the top can disappear at the project level.
Confidentiality and data
Look for how long obligations last, permitted disclosures, and whether data terms meet your own policies.
Benchmarks that work well
Compare against whatever reflects the terms you'd accept.
- Your company's standard MSA template
- The last MSA you signed with a comparable vendor
- An industry best-practice MSA standard
Insight papers
Your contract portfolio is a dataset you've never analyzed
How contract amendments and version drift lead to vendor overpayments and disputed supplier claims, and how to audit your contracts for outdated terms.
Also reviewed: SaaS agreements and NDAs.
Get your next vendor MSA reviewed.
See exactly what you'd be signing away, before you sign it.