The contract terms that matter most

Data ownership and return

Your clinical data is yours; say so explicitly. Then get specific about the mechanics: what format you receive it in, how quickly, how many times, and at what cost.

"Standard export formats upon request" is not a commitment. "Full relational export in CSV plus documents in native format, within 30 days, at no charge, up to twice per year and once at termination" is one.

Price escalation

Get the cap in writing, with a stated basis and a ceiling. Confirm it applies to every recurring line, not only the base licence — an escalator that excludes modules and support is barely a cap.

SLA remedies

An uptime commitment without a remedy is marketing. Look for service credits that scale with severity, a right to escalate, and a termination right for sustained failure.

Check what is excluded from the uptime calculation. Planned maintenance during your clinic hours is an outage even when the contract says otherwise.

Notice and auto-renewal

Auto-renewal with 90 or 120 days' notice is common and routinely missed. Diarise the notice date the day you sign, not the renewal date — by the renewal date it is too late.

Negotiate the notice period down where you can. Sixty days is reasonable; anything beyond ninety is the vendor buying itself a free year.

Implementation commitments

Put the go-live date, the named project manager, and the client resource expectation in the agreement, not the statement of work alone. Attach a remedy if the date slips for reasons within the vendor's control.

Custom work

Every Custom answer from the RFP should appear here as a fixed-fee, fixed-date deliverable or be explicitly out of scope. An unresolved Custom item at signature becomes a change order at the vendor's price.

Compliance and BAA

Execute the business associate agreement alongside the contract, and confirm 42 CFR Part 2 handling specifically — HIPAA compliance alone does not cover it, and general-purpose platforms frequently conflate the two.

Assignment and change of control

Behavioural health software consolidates constantly. A change-of-control clause giving you a termination right if the vendor is acquired is worth asking for, and costs them little to grant.

Liability and indemnity

Caps at twelve months of fees are standard. Push for data-breach liability to sit outside the cap — a breach of clinical records will cost you far more than a year of licence fees.

Transition assistance

Agree now that the vendor will support a migration away at defined rates for a defined period. Every organisation eventually leaves, and negotiating that help while they still want your signature is very different from negotiating it after you have given notice.