Contract Audit Checklist for Small Businesses (Free Download)
Before you sign your next vendor agreement, or before that auto-renewal kicks in, run through this simple checklist. We built it based on hundreds of contracts scanned by Langley's audit engine, highlighting the key clauses that most often cost small businesses money, time, or flexibility.
✅ Core Contract Terms to Confirm
1. Contract Start Date and End Date
Make sure you know exactly when your term begins and ends. Vendors often bury these in the order form instead of the MSA.
2. Auto-Renewal Clause
Does the contract auto-renew? If so, what’s the renewal term: monthly, annual, or multi-year?
Look for language like “shall renew for successive terms...”
3. Cancellation Window / Notice Period
Many vendors require 30 to 90 days written notice before the renewal date.
Miss that window and you’re locked in.
4. Termination Conditions
Can you cancel for convenience? Or only for breach?
Some vendors allow cancellation with 30 days notice, others make it nearly impossible.
💸 Financial Terms to Review
5. Pricing Structure
Flat fee, per-user, usage-based, or percent of payroll?
Know exactly how you’re being billed.
6. Price Escalation Clauses
Look for annual increases, CPI adjustments, or vendor discretion to raise prices.
7. Late Fees or Penalties
Is there a charge for missed payments? What’s the late fee or interest rate?
8. Minimum Spend or Commitment
Are you locked into a minimum dollar amount, volume, or headcount?
⚠️ Risk Clauses to Flag
9. Indemnity
Who’s responsible if something goes wrong? Many vendors shift all risk to you.
10. Limitation of Liability
Is the vendor’s liability capped at what you’ve paid, but yours isn’t?
11. Jurisdiction & Governing Law
If there’s a dispute, where will it be handled? A New York court may not be friendly to your Hawaii business.
12. Data Ownership & Portability
If you cancel, do you get your data back? Is it usable? Is there a fee to access or export it?
📊 Bonus: Renewal Risk Scorecard
Use this quick scorecard to assess your risk:
Clause Found? Risk Level
Auto-Renewal Yes / No Low / Med / High
Cancellation Notice Yes / No Low / Med / High
Price Escalator Yes / No Low / Med / High
Termination Options Yes / No Low / Med / High
The more “Yes / High” boxes you check, the more value Langley can provide.
📥 Download the Free PDF Checklist
Want a printable, shareable version for your ops or finance team?
[Download the PDF Checklist] (Insert link here)
⭐ Pro Tip: Let Langley Run the Checklist for You
Just upload your vendor contract.
Our audit engine will flag every red flag in minutes.
Get a free contract scan → Contract Upload (via our secure Dropbox)