When to use
Use this for the pre-contract paper — a vendor proposal, quote, statement of work, or order form — before it is countersigned and becomes binding. These documents look informal but often carry pricing, term, and incorporated legal terms that lock you in.
Not for: the master agreement the order form rides on (use coml-saas-msa-review), a standalone services contract (coml-vendor-agreement-review), or turning your own review findings into redlines (that is the drafting step inside each review skill).
Method
- Read what the document actually commits you to: total value, term length, quantity, and start date — not just the headline price.
- Hunt for hidden bindings: auto-renewal, minimum commitments, incorporated-by-reference terms, and "acceptance of quote constitutes agreement" language.
- Check pricing mechanics: one-time vs recurring, price-increase caps, overage rates, and payment terms against the vendor and SaaS tables.
- Verify scope precision so it cannot drift into change orders later.
- Escalation gate: if the proposal incorporates unseen terms, waives your standard protections, or exceeds your signing authority, route to counsel before anyone signs or clicks accept.
- Return a proceed / clarify / reject verdict with the specific items to fix before signature.
Example
SaaS order form, $40K/yr, "3-year term, auto-renews, governed by vendor's online MSA." Traps: 3-year lock (clarify — expected 1 year), evergreen auto-renew (fix), online MSA not reviewed (escalate — incorporated terms unseen), net-15 payment (fallback). Verdict: clarify + escalate. Fix before signature: pull and review the online MSA; convert to 1-year term with opt-in renewal.
Pitfalls
- Treating a quote as non-binding when it says acceptance forms the contract.
- Signing an order form that incorporates an online MSA nobody has read.
- Anchoring on the discounted year-one price while missing the uncapped renewal uplift.
- Vague SOW scope that becomes a change-order fight after work starts.
Output format
PROPOSAL REVIEW — <vendor> | doc: <quote/SOW/order form> | value
Commits you to: <term / quantity / total>
Hidden bindings: <auto-renew / minimums / incorporated terms>
Pricing: <recurring? cap? overage? payment>
Verdict: PROCEED | CLARIFY | REJECT
Fix before signature: <items>
Escalated to counsel: <items or none>
Reference
Attorney-escalation gate — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.
NDA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Term |
2-3 yr (trade secrets survive longer) |
up to 5 yr |
perpetual on ordinary CI |
| Mutuality |
mutual |
one-way when we only disclose |
one-way binding us as recipient |
| CI definition |
marked or reasonably identifiable |
all disclosed |
"anything discussed", no carve-outs |
| Carve-outs |
public / independently developed / rightfully received / compelled |
narrowed set |
none |
| Residuals |
none |
narrow, memory-only |
broad reuse license |
| Remedies / law |
mutual injunctive, our or neutral law |
neutral law, no bond |
one-sided + liquidated damages |
SaaS / MSA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Liability cap |
12 mo fees |
24 mo fees |
uncapped for us / their cap ≤3 mo |
| Cap carve-outs |
IP, confidentiality, data breach |
+ willful misconduct |
breach uncapped against us only |
| Indemnity |
mutual IP; vendor covers data breach |
mutual |
we indemnify their product |
| Data |
customer owns; export on exit |
customer owns |
vendor licenses or resells data |
| Security / SLA |
SOC 2 + 99.9% + credits |
99.5% |
no SLA, no security terms |
| Auto-renew |
opt-in, 30-day notice |
60-day notice |
evergreen, 90-day, uncapped uplift |
| Price increase |
CPI or ≤5% |
≤7% |
uncapped at renewal |
Vendor / services clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Payment |
net-30 / net-45 |
net-15 |
full prepay, no milestones |
| IP in deliverables |
work-for-hire to us |
perpetual license to us |
vendor retains |
| Insurance |
≥$1M GL + cyber |
$500K |
none |
| Termination |
for cause + convenience, 30-day |
for cause only |
locked full term, no exit |
| Audit / compliance |
annual audit right |
on cause |
none |
Renewal-notice tracking
| Field |
Capture |
| Effective / expiry date |
contract dates |
| Notice window |
e.g. 60 days pre-expiry |
| Notice deadline |
expiry − window (put on the calendar) |
| Auto-renew |
yes/no + renewal term |
| Reminders |
90 / 60 / 30-day pings to the owner |
1---2name: coml-review-proposals3description: Review a vendor proposal, quote, SOW, or order form for commercial and legal traps before it converts into a binding order.4---56## When to use78Use this for the pre-contract paper — a vendor proposal, quote, statement of work, or order form — before it is countersigned and becomes binding. These documents look informal but often carry pricing, term, and incorporated legal terms that lock you in.910**Not for:** the master agreement the order form rides on (use coml-saas-msa-review), a standalone services contract (coml-vendor-agreement-review), or turning your own review findings into redlines (that is the drafting step inside each review skill).1112## Method13141. Read what the document actually commits you to: total value, term length, quantity, and start date — not just the headline price.152. Hunt for hidden bindings: auto-renewal, minimum commitments, incorporated-by-reference terms, and "acceptance of quote constitutes agreement" language.163. Check pricing mechanics: one-time vs recurring, price-increase caps, overage rates, and payment terms against the vendor and SaaS tables.174. Verify scope precision so it cannot drift into change orders later.185. **Escalation gate:** if the proposal incorporates unseen terms, waives your standard protections, or exceeds your signing authority, route to counsel before anyone signs or clicks accept.196. Return a proceed / clarify / reject verdict with the specific items to fix before signature.2021## Example2223SaaS order form, $40K/yr, "3-year term, auto-renews, governed by vendor's online MSA." Traps: 3-year lock (clarify — expected 1 year), evergreen auto-renew (fix), online MSA not reviewed (escalate — incorporated terms unseen), net-15 payment (fallback). Verdict: clarify + escalate. Fix before signature: pull and review the online MSA; convert to 1-year term with opt-in renewal.2425## Pitfalls2627- Treating a quote as non-binding when it says acceptance forms the contract.28- Signing an order form that incorporates an online MSA nobody has read.29- Anchoring on the discounted year-one price while missing the uncapped renewal uplift.30- Vague SOW scope that becomes a change-order fight after work starts.3132## Output format3334```35PROPOSAL REVIEW — <vendor> | doc: <quote/SOW/order form> | value36Commits you to: <term / quantity / total>37Hidden bindings: <auto-renew / minimums / incorporated terms>38Pricing: <recurring? cap? overage? payment>39Verdict: PROCEED | CLARIFY | REJECT40Fix before signature: <items>41Escalated to counsel: <items or none>42```4344## Reference4546**Attorney-escalation gate** — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.4748### NDA clauses49| Clause | Standard | Fallback | Walk-away |50|---|---|---|---|51| Term | 2-3 yr (trade secrets survive longer) | up to 5 yr | perpetual on ordinary CI |52| Mutuality | mutual | one-way when we only disclose | one-way binding us as recipient |53| CI definition | marked or reasonably identifiable | all disclosed | "anything discussed", no carve-outs |54| Carve-outs | public / independently developed / rightfully received / compelled | narrowed set | none |55| Residuals | none | narrow, memory-only | broad reuse license |56| Remedies / law | mutual injunctive, our or neutral law | neutral law, no bond | one-sided + liquidated damages |5758### SaaS / MSA clauses59| Clause | Standard | Fallback | Walk-away |60|---|---|---|---|61| Liability cap | 12 mo fees | 24 mo fees | uncapped for us / their cap ≤3 mo |62| Cap carve-outs | IP, confidentiality, data breach | + willful misconduct | breach uncapped against us only |63| Indemnity | mutual IP; vendor covers data breach | mutual | we indemnify their product |64| Data | customer owns; export on exit | customer owns | vendor licenses or resells data |65| Security / SLA | SOC 2 + 99.9% + credits | 99.5% | no SLA, no security terms |66| Auto-renew | opt-in, 30-day notice | 60-day notice | evergreen, 90-day, uncapped uplift |67| Price increase | CPI or ≤5% | ≤7% | uncapped at renewal |6869### Vendor / services clauses70| Clause | Standard | Fallback | Walk-away |71|---|---|---|---|72| Payment | net-30 / net-45 | net-15 | full prepay, no milestones |73| IP in deliverables | work-for-hire to us | perpetual license to us | vendor retains |74| Insurance | ≥$1M GL + cyber | $500K | none |75| Termination | for cause + convenience, 30-day | for cause only | locked full term, no exit |76| Audit / compliance | annual audit right | on cause | none |7778### Renewal-notice tracking79| Field | Capture |80|---|---|81| Effective / expiry date | contract dates |82| Notice window | e.g. 60 days pre-expiry |83| Notice deadline | expiry − window (put on the calendar) |84| Auto-renew | yes/no + renewal term |85| Reminders | 90 / 60 / 30-day pings to the owner |
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