What is a dealbreaker?

Certification deal breakers are contract terms that consistently create friction in negotiations and prevent a contract from qualifying for TrustMark™ certification.

These are terms that fall outside standard market ranges and are commonly rejected or escalated by buyers. They often introduce significant legal, operational, or compliance risk and can stop a deal from moving forward without changes.

TermScout identifies these terms using Certify™, which benchmarks contract provisions against real-world market data and generates contract signals that highlight risk and out-of-market positions.

Deal breakers are the most critical of these signals. They are the terms most likely to trigger immediate concern, delay approval, or require extensive negotiation.

Common certification deal breakers may include:

• Disclaiming all liability, leaving the customer with no recourse for damage

• Broad non-compete obligations that restrict a customer’s ability to operate

• Blanket restrictions on soliciting employees, customers, or partners

• Limitations on using or procuring competing services

• Missing  confidentiality obligations

These terms are rarely accepted as written and frequently lead to redlines, delays, or stalled deals.

To qualify for TrustMark™ certification, a contract must avoid these deal breaker terms and stay within market benchmarks. Removing or revising them reduces negotiation cycles, speeds up approvals, and increases the likelihood of closing the deal.