A clear go / negotiate / walk decision with written notes you can defend to finance, legal or your future self.
How to use this checklist
Annual contracts trade flexibility for price and predictability. That bet only works when you know what you are locking in — not when a sales rep waved away “details” on a recorded Zoom.
Complete this with whoever owns billing and whoever uses the tool daily. If those are the same person, take a longer coffee first: self-negotiation is where blind spots hide.
The three gates before you sign
- 1EconomicsTotal contract value, true seat count, overage math — not "about".
- 2OperationsSLA, support, data residency and who administers access.
- 3ExitExport, API, cancellation notice, and what breaks on day one after export.
A dated page per vendor with toggles for each section below archives cleanly.
Visit site
Score each line item 0–2 and sum columns for an at-a-glance risk view.
Visit siteStore the finished checklist wherever your team already works — the tool is the easy part; memory is the failure mode.
Gate 1: Economics and licensing
- TCO for 12 months is calculated including taxes, mandatory add-ons and integration fees — not just the per-seat sticker.
- Seat definition matches reality (named users vs concurrent vs “active” definitions that spike at quarter end).
- Overage rules are explicit: price per extra seat, API call, storage GB or workflow run — whatever meter they actually bill.
- Renewal cap language is identified — automatic price lifts and index-linked increases should be circled in red.
- True-up calendar is understood (monthly vs annual true-up often surprises finance).
Gate 2: Security, compliance and operations
- SOC 2 / ISO reports (or equivalent) are current if your industry, insurer or largest customer asks for them.
- Data residency matches where your customers expect their data to live.
- Subprocessors you cannot accept are flagged — read the list, do not assume it is short.
- Support tiers match your incident tolerance — not every “priority” queue is the same depth.
- Uptime SLA has a remedy you can actually invoke — credit thresholds, not vibes.
Gate 3: Data, portability and exit
- Export formats cover everything you would need to operate for 30 days without the vendor — not just PDFs of dashboards.
- API rate limits will survive a one-time heavy export if you ever need to evacuate quickly.
- Cancellation notice period is calendar-clear — who must email whom, how far in advance, and what auto-renews if you miss the window.
- Post-cancel access duration is known (read-only grace vs immediate shutoff).
- Intellectual property on content you upload remains yours under the agreement — especially for creative and documentation tools.
Final commit checks
- Order form matches the verbal deal — SKUs, quantities, start date, bill-through entity.
- Billing contacts and admin owners are two people — vacation and turnover happen.
- Review calendar invite is set for 60 days before renewal — not the week pricing expires.
Read the result
Sign. File the checklist with the PDF.
Negotiate or shorten term — do not guess on overage.
Pause. Ask for written export steps or walk.
After you sign
File the executed agreement, this checklist and the sales correspondence in one folder. Future-you is also a stakeholder — and they forget discount codes faster than engineers forget prod passwords.