Send me your contract. I'll return a plain-English breakdown of every commercial risk — auto-renewal traps, pricing exposure, audit rights, minimum commit floors, and more. $1,500. No retainer.
48-hour turnaround · One-time fee · No ongoing commitment required
The Red Flag Review is a focused commercial assessment of your OEM software agreement — not legal advice, not a redline, not a 40-page consulting report. It is a clear, prioritized breakdown of the provisions that are most likely to cost you money.
A prioritized list of every material commercial risk in your agreement, ranked by severity and potential dollar impact over the contract term.
Exact opt-out windows, notice requirements, and what happens if the deadline passes. With specific dates flagged based on your contract terms.
What your annual escalators add up to in real dollars across the full contract term, and whether they're capped, tied to CPI, or unconstrained.
Whether your commit floors match your realistic usage, where shortfall fees kick in, and what you're likely paying for that you're not using.
What the vendor is entitled to audit, how much notice they must give, and what your realistic exposure is if they exercise those rights.
Where I'd push back if I were across the table — the provisions vendors will flex on, and what to prioritize in your next conversation.
The Red Flag Review is intentionally simple. No kick-off calls, no discovery questionnaires, no lengthy onboarding. Send the contract, get the report.
Fill out the form below with your contact details and basic context about your situation — renewal, new agreement, or existing contract review. Upload or email the OEM agreement you want reviewed. An NDA is available if needed before you share documents.
I read your agreement the way I used to read agreements on the vendor side — specifically looking for provisions designed to benefit the vendor at renewal, provisions that create pricing exposure over time, and provisions that most buyers miss because they're buried in standard boilerplate.
A written report delivered by email. Plain English. No legal jargon. Prioritized by commercial impact. The report includes a summary of your risk profile, a breakdown of every flagged provision, and specific guidance on what to address before you sign or renew.
Every OEM agreement is different, but the provisions that create the most commercial exposure tend to cluster around the same areas. These are the areas the Red Flag Review is specifically designed to surface.
Opt-out windows, notice periods, and locked-in term consequences if the deadline passes unnoticed.
Annual percentage increases, CPI linkage (or lack of it), and compounding effect across multi-year terms.
Baseline payment obligations regardless of usage, shortfall fee structures, and step-up schedules.
What the vendor can audit, how much notice they're required to give, and what exposure you carry if they exercise those rights.
Use case limitations, geographic constraints, sub-licensing rights, and redistribution permissions or prohibitions.
Your ability to exit the agreement early, notice requirements, termination for convenience provisions, and consequences of termination.
Usage thresholds that trigger automatic price increases and whether those triggers are tied to your actual growth trajectory.
What you're actually licensed to do — and what's excluded. Gaps between what you're building and what the license actually permits.
Most buyers choose between doing nothing, using a lawyer, or hiring a consultant on retainer. The Red Flag Review is designed for a specific gap: you need commercial insight fast, without a long engagement.
| What You Need | Red Flag Review | Law Firm Review | Consulting Retainer | Do Nothing |
|---|---|---|---|---|
| Know your commercial risk before signing | ✓ | ✓ | ✓ | ✗ |
| Plain-English explanation (no legal jargon) | ✓ | ✗ | ✓ | ✗ |
| Vendor-side negotiating experience | ✓ | ✗ | Varies | ✗ |
| Fixed, predictable cost | ✓ ($1,500) | ✗ ($3,000–$10,000+) | ✗ | ✓ ($0 now) |
| 48-hour turnaround | ✓ | ✗ (weeks) | ✗ | — |
| No retainer or ongoing commitment | ✓ | ✓ | ✗ | ✓ |
You've finished vendor negotiations and you're close to signature. You want a final commercial review to make sure you're not missing something before you commit.
You want to understand the agreement you're renewing before the vendor calls. Knowing your exposure before the conversation starts changes how you enter it.
You're new to the company, or this agreement sat in a drawer for years. You need to understand what it says commercially before you own whatever is in it.
You have a sense something is off but you're not sure where to look. The Red Flag Review tells you exactly what to look at — and how serious it actually is.
"We didn't know what we didn't know. Thomas came in, made sense of the whole thing, and made sure we weren't signing something that would hurt us down the road."
"We were heading into a renewal with no leverage and no plan. Thomas identified three provisions we hadn't focused on and helped us restructure the deal before we committed."
"The pricing model alone was worth 10 times what we paid. Thomas saw immediately what the vendor was doing with the escalator structure and we negotiated it out before we signed."
Fill out the form below. I'll respond within a few hours to confirm receipt and provide payment and document-sharing instructions. The $1,500 fee is due before review begins. NDA available upon request.
I will respond within a few hours with payment instructions and a secure document-sharing link. NDA available before document exchange. This review provides commercial analysis only and does not constitute legal advice.
Not ready to commit? The free OEM Contract Health Check takes five minutes and gives you an immediate sense of your risk profile. No sign-up required.
Take the Free Health CheckOr go straight to a conversation with Thomas