Contract Review and Certification Methodology

 Contract Review Methodology

TermScout was founded on a core principle: contract intelligence is only valuable when the underlying data is accurate, consistent, and objective.

Our contract professionals evaluate what an agreement does and does not say by answering a predetermined set of detailed questions. This structured approach is designed to produce findings that are clear, repeatable, and comparable across agreements of the same contract type.

How Contracts Are Reviewed

Each contract is reviewed using a standardized methodology developed for the applicable contract category.

The review process combines our contract intelligence layer with validation by experienced contract professionals. Together, they are used to:

• Identify the rights and obligations established by the agreement
• Evaluate how contractual risk and responsibility are allocated
• Determine whether relevant provisions favor the customer, the vendor, or neither party materially
• Identify designated Deal Breaker terms
• Assess the clarity of the contract language
• Compare relevant contract positions with applicable market data and established contracting principles

How Ratings Are Determined

Ratings are based on a predetermined set of contract attributes and scoring treatments.

The scoring methodology was developed with input from experienced attorneys familiar with the relevant contract categories. It is informed by recognized contracting principles, including the WorldCC Contracting Principles, as well as market prevalence and other relevant market indicators.

The results are combined to provide a standardized comparative assessment of how the evaluated contractual position is allocated between the parties.

Customer Favorable

A Customer Favorable rating indicates that more than 60% of the evaluated contractual position favors the customer.

Balanced

A Balanced rating indicates that neither party receives less than 40% of the evaluated contractual position.

Vendor Favorable

A Vendor Favorable rating indicates that more than 60% of the evaluated contractual position favors the vendor.

These ratings are comparative assessments. They do not determine whether an agreement is appropriate for a particular organization, transaction, jurisdiction, or risk profile.

Individual topic ratings may also differ from the overall contract rating. The overall rating reflects the evaluated agreement as a whole.

Why Independent Contract Certification Matters?

More Focused Contract Review

An independently reviewed and certified agreement gives legal and procurement teams a structured starting point.

Instead of beginning with a complete assessment of whether the vendor’s paper is credible or market-aligned, reviewers can focus on transaction-specific concerns, material exceptions, and the provisions that require the most attention.

Reduced Negotiation Friction

TrustMark certification provides documented information about the agreement’s balance, market position, and designated Deal Breaker terms.

This does not eliminate negotiation. It helps the parties conduct a more focused and informed review, reducing unnecessary debate over provisions that have already been independently evaluated.

Greater Buyer Confidence

Certification demonstrates that the agreement has been submitted to a structured, independent review rather than relying solely on the vendor’s assertion that its terms are fair or market standard.

This creates a visible trust signal that can be shared during legal, procurement, security, and enterprise sales reviews.

Faster Path to Agreement and Revenue

When buyers have clearer information about the contract before extensive redlining begins, the parties can spend more time resolving material transaction issues and less time establishing a baseline understanding of the agreement.

TrustMark is designed to move trust earlier in the contracting process and make the path to signature more predictable. 

TrustMark™ Certification Process

Every agreement submitted for TrustMark™ certification undergoes an independent evaluation. However, not every evaluated agreement qualifies for certification.

To qualify for TrustMark™ certification, an agreement must meet all three of the following requirements:

1. Clarity: The agreement must receive an overall Clarity rating of Medium or High.
2. Favorability: The agreement must receive an overall Favorability rating of Balanced or Customer Favorable.
3. Deal Breakers: The agreement must contain no designated Deal Breaker terms under the applicable evaluation criteria.

All three requirements must be satisfied for an agreement to qualify for TrustMark™ certification.

Deal Breaker criteria vary depending on the agreement type and applicable contract template. Each agreement is evaluated against the criteria designated for its specific framework.

Market benchmarking may provide additional context about contractual terms, but market alignment is not a separate requirement for TrustMark™ certification.

Review and Certification Coverage

TrustMark™ certification applies exclusively to the specific documents and versions evaluated by TermScout within the defined Scope of Review.

The Scope of Review identifies the contractual materials included in the certification assessment, which may consist of a primary agreement and additional documents, such as exhibits, addenda, or incorporated policies, where applicable.

Customers can view the primary agreement and included documents in the Scope of Review section of the web TrustMark page. However, individual document version details and review or evaluation dates are not currently displayed there.

Certification should not be interpreted as covering subsequent revisions, replacements, or other versions of the evaluated documents. Changes to a certified agreement or its included documents may require a new or updated evaluation to determine whether certification remains applicable.

TrustMark™ certification does not mean that every provision favors the customer, that every topic receives the same rating, or that the agreement is appropriate for every organization or transaction.

Disclaimer 

TermScout reviews, ratings, findings, benchmarks, and certifications are intended to provide a structured understanding of what an agreement says and how its provisions compare with the applicable review framework and relevant market data.

They are not legal advice and do not constitute a recommendation to sign or reject an agreement.

A contract provision that is acceptable for one organization may be inappropriate for another because of differences in business model, bargaining position, regulatory obligations, transaction structure, industry, jurisdiction, or risk tolerance.

Users may also reasonably disagree with particular scoring treatments, attribute classifications, ratings, or interpretations.

TermScout is not a law firm. Its reports and certifications are designed to support informed decision-making alongside qualified legal counsel, not to replace legal review or advice.

Scope of the Reviews & Ratings

TermScout's evaluations and ratings are limited to the contractual documents, versions, and issues included in the applicable Scope of Review.

Depending on the agreement and evaluation framework, the scope may include:

• The primary agreement submitted for evaluation.
• Exhibits, addenda, policies, and other supporting documents expressly included in the Scope of Review.
• The specific versions of those documents evaluated by TermScout.

The primary agreement and included documents are identified in the Scope of Review section of the web TrustMark page.

Unless expressly included in the applicable evaluation, TermScout does not:

• Verify a company's actual operational practices or performance.
• Test technical, privacy, security, or compliance controls.
• Confirm legal or regulatory compliance.
• Evaluate documents outside the defined Scope of Review.
• Account for customer-specific facts, negotiated amendments, order forms, statements of work, or other transaction-specific terms not included in the evaluation.

TrustMark™ certification provides an independent assessment of the evaluated contractual materials. It does not extend automatically to documents, versions, or contractual arrangements outside the defined Scope of Review.