Vendor Agreement Red Flag Scan

Download the data files below and upload to Copilot Chat before running this prompt.

Prompt

Scan the uploaded vendor agreement and identify all red flag clauses, hidden obligations, and non-standard terms.

I am the [BUYER / VENDOR] in this agreement.
Industry context: [YOUR INDUSTRY]
Deal type: [SOFTWARE / SERVICES / HARDWARE / CONSULTING / OTHER]
Negotiation stage: [PRE-SIGNATURE / ALREADY SIGNED — NEED TO UNDERSTAND OBLIGATIONS]

Scan for the following red flags specifically:

1. **Automatic Renewal Clauses** — Are there auto-renewal provisions? How much notice is required to cancel?

2. **Unlimited Liability** — Are there sections where one party accepts uncapped liability?

3. **Broad Indemnification** — Am I indemnifying the other party for things outside my control?

4. **IP Assignment Overreach** — Does this agreement claim ownership of IP I create independently?

5. **Non-Compete / Non-Solicitation** — Any restrictions on my ability to work with others or hire?

6. **Unilateral Change Rights** — Can the vendor change terms, pricing, or service levels without my consent?

7. **Data Rights and Privacy** — Who owns the data? How can it be used? What are the security obligations?

8. **Payment Terms Traps** — Any late fees, minimum commitments, or payment terms that are non-standard?

9. **Dispute Resolution** — Mandatory arbitration? Unfavorable jurisdiction? Waiver of jury trial?

10. **Force Majeure Abuse** — Is force majeure defined so broadly it could excuse ordinary performance failures?

For each red flag found: quote the clause, explain the risk, and suggest replacement language.