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 contract submitted for TrustMark certification is reviewed and rated, but not every reviewed contract qualifies for certification.

To qualify for TrustMark certification, an agreement must satisfy the requirements established for its contract category. These generally include:

• completion of the applicable contract review
• an overall rating of Balanced or Customer Favorable
• no terms classified by TermScout as Deal Breakers
• satisfaction of any additional category-specific certification requirements

Deal Breaker criteria vary by contract type.

Certification applies only to the agreement and incorporated documents identified in the applicable report, as reviewed on the stated review date.

If the agreement or a material incorporated document changes, an updated review may be required for the certification to remain 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 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

Unless otherwise stated in the applicable report, TermScout reviews:

• The primary agreement identified in the report
• Exhibits, addenda, policies, and other documents expressly incorporated by reference into the primary agreement
• The versions of those documents available to TermScout at the time of review

The scope of each review is limited to the documents, versions, and contract issues identified in the applicable report.

Unless expressly included in the stated scope, the review does not:

• Verify the company’s actual operational practices or performance
• Test technical, privacy, security, or compliance controls
• Confirm legal or regulatory compliance
• Evaluate documents that were unavailable or not incorporated into the agreement
• Account for customer-specific facts, negotiated amendments, order forms, statements of work, or other transaction-specific terms

The review and rating should therefore be understood in the context of the specific documents and scope identified in the report.