What should a dealer ask before signing a software contract?

Match promises to contract language

Demo statements and proposals should resolve to named modules, written requirements, acceptance tests and accountable parties. Identify which document controls if terms conflict.

Understand the full term

Document initial and renewal terms, notice windows, increases, minimums, suspension rights, early termination, credits and fees that can change outside the base subscription.

Plan for change and exit

Cover product changes, acquisitions, security incidents, data return, transition access, deletion, subcontractors and assistance at termination.

Documents that make up the agreement

A software agreement is rarely one document. It usually combines an order form, master terms, service-level terms, a data-processing addendum and sometimes linked online policies that the vendor can update.

Ask for every one of them before signing, and ask which controls when they conflict. Keep a single dated copy of the full set.

Terms that changed after signature are hard to challenge if the version you accepted was never saved.

Terms worth reading twice

Read the renewal clause, the notice window and the price-increase language first, because they decide the cost after the first term. Then read termination: what counts as cause, what the dealer owes on early exit and what happens to data afterwards.

Look for minimum commitments, suspension rights, limits on liability and any clause letting the vendor change the product materially. Note each with its date on a renewal calendar so nothing depends on memory.

Common mistakes before signing

Signing on the strength of a demo instead of a written requirement is the most frequent: if a promised feature is not in the order form, it is not contractual. Another is skipping legal review because the vendor's paper looks standard.

A third is not testing the exit, so the first time the dealer learns how data is returned is when it needs it. Ask each of these questions while the dealer still has the option to walk away.

Who should review the paper

Have someone with contract experience read the agreement, and ask the department that will use the product to confirm the requirements match. Keep the review notes with the contract. A second read by a person not involved in the selection often catches terms that the sponsor has stopped noticing.