Your own MSA, back from their legal team.
You wrote the paper, so the question isn't whether the contract is reasonable, it's what they changed. Carve-outs that swallow your cap, a security addendum committing you to recovery times engineering has never seen, and pricing language that quietly caps every deal you sign after it. Vern treats your MSA as the baseline and scores their redline as movement away from it.
Five of these bind you long after the champion leaves.
The ones that matter aren't the ones sales worries about. They're the ones that set precedent for every contract after this.
Liability carve-outs
Data breach, IP infringement and confidentiality all excluded from the cap, so the cap covers almost nothing.
A super-cap at 3× fees for data and confidentiality, IP indemnity capped at fees paid, and only fraud left unlimited.
A negotiated cap with three carve-outs isn't a cap. This is the clause your insurer will ask about.
Security addendum
Recovery times, pen test frequency, breach notice in 24 hours and certifications you don't hold yet.
What you actually do today, notice within 72 hours of confirming, and roadmap items written as roadmap.
Signed by sales, owed by engineering. The addendum is where a startup promises an RTO nobody has ever tested.
Most favoured nation
Your best rates across their entire group, applied retroactively if you ever discount elsewhere.
Ideally nothing. Failing that, same product, same volume, same term, and only for the current period.
One clause that prices every future deal you sign. It is the single most expensive line on this page and the least discussed.
Termination for convenience
Thirty days for convenience mid-term, with a pro-rata refund of prepaid fees.
Non-renewal at end of term, no mid-term exit, and where you must, service credit rather than cash back.
Annual prepay you might have to hand back isn’t revenue, and your board is treating it as though it were.
Audit rights
Unlimited on-site audits by their own auditors, at any time, at your cost.
One remote audit a year on notice, your SOC 2 report accepted in lieu, and their cost if they want more.
Ten enterprise customers with unlimited audit rights is a full-time job you never hired for.
Sub-processors
Prior written consent for every sub-processor, EU-only processing and deletion within seven days.
A published list with notice and an objection right, plus your standard retention window.
Consent per sub-processor means asking permission to change hosting. Notice with objection gives them control without freezing your stack.
Three rounds, two credits, one closed deal.
Watch the last round. Precedence language is where a won negotiation gets quietly reversed.
Thirty-one edits, five worth arguing about. The order is carve-outs, then the addendum, then MFN, and the audit clause is what you concede to get them. Your AE sends the counter with wording attached rather than waiting three days for someone senior to read it.
The term extension is the trade that closes both. Worth naming it explicitly rather than conceding them one at a time.
Eleven words in a document everyone treats as commercial boilerplate, and the cap you won stops applying. Round diffing flags anything that wasn't in the version before.
Your own paper, loaded as the standard. Every inbound redline is scored as distance from it, so "what did they change" is answered before anyone opens a comparison view.
Security and data processing get their own positions, because the commitments in them are operational rather than legal, and they're the ones most often agreed by someone who can't deliver them.
Escalation rules can route by document type, so a security addendum always reaches whoever owns infrastructure, even when it arrives attached to an order form on the last day of the quarter.
The method is the same, whatever it is you sell.
The fair objections.
Because you're not reviewing your contract, you're reviewing their edits to it, thirty-one of them, of which five matter. That comparison is exactly the work nobody has time to do properly at the end of a quarter.
Some won't. The useful question is what you trade for it, a super-cap, a shorter term, an audit right, and having that order decided before the call rather than invented on it.
Yes, with escalation rules doing the guarding. AEs see what's standard and send it; anything touching the cap, security or pricing precedent routes to you automatically instead of relying on judgement at 6pm.
No. We don't store your contract portfolio or route signatures, our API exists so a CLM can call us for the negotiation part. The comparison page says which rows we lose on.
Same tool, other direction, separate playbook, your own vendor agreements and renewals, with the uplift and notice clauses that catch procurement teams out.
It's the best moment, because the first ten enterprise contracts set the precedent for the next hundred. Getting MFN and carve-outs right now is cheaper than unpicking them at Series B.
Send us your MSA and a redline you have received.
We'll set your paper as the baseline and show you exactly what they moved.