Legal & Paralegal · Agent workflow
Vendor agreement audit: decide renewals from the notice deadline
ZeroTwo reads each vendor agreement and its amendments, works out the real notice deadline, then sets spend and actual usage beside it. You get a draft renewal brief per vendor, with a renew, negotiate or cancel recommendation for the budget owner to approve.
- Notion
- Google Drive
- Ramp
- Snowflake
- Slack
One vendor, three dates
Illustrative datesReview starts
24 NovNotice deadline minus your lead time (21 days here)
Notice deadline
15 DecRenewal date minus the 90-day notice clause
Auto-renewal
15 MarThe date a fixed renewal window would count from
Example for a 90-day notice clause. The dates are invented to show the arithmetic, not taken from a real contract.
A 60-day window can miss a 90-day notice clause
Scanning for renewals that are 60 days out sounds safe until a contract needs 90 days of notice. The cost is quiet: the deadline passes, the contract rolls over and the next chance to leave is a year away.
The fix is to schedule from each contract's notice deadline, and to let amendments override the base agreement.
| Vendor | Renews | Controlling notice | Deadline | 60-day window flags it | Result |
|---|---|---|---|---|---|
| Vendor A | 15 Mar | 30 days, base agreement | 13 Feb | 14 Jan | Flagged in time |
| Vendor B | 15 Mar | 90 days, base agreement | 15 Dec | 14 Jan | Flagged 30 days after the deadline |
| Vendor C | 15 Mar | 90 days, Amendment 2 replaces the 30 days in the base agreement | 15 Dec | 14 Jan | Missed unless the amendment was read |
Worked example with invented dates, in a year where February has 28 days. Not real vendors or contracts.
What a renewal brief should contain
Eight fields per vendor. Two of them, the owner and the switching dependency, only a person can supply, so the brief asks rather than guesses.
| Field | What goes in | Where it comes from | Who confirms |
|---|---|---|---|
| Renewal date and term | Auto-renews or fixed end date, and the length of the renewal term. | Agreement and every amendment | Contract owner |
| Notice deadline | Renewal date minus the controlling notice period, then minus your review lead time. | Agreement; amendments take precedence | Legal |
| Amendment precedence | Which document controls each term, and the list of documents that were actually read. | Contract folder | Legal |
| Price and escalator | Current price, the escalator clause and what it would add at renewal. | Agreement and recent invoices | Finance |
| Twelve-month spend | Trailing spend per vendor, with the months that moved. | Expense platform export | Finance |
| Usage against capacity | Seats, hosts or volume used against what the contract pays for. | Warehouse query or admin export | Business owner |
| Owner and switching dependency | Who relies on the tool and what breaking it would cost. The agent cannot know this; the owner fills it in. | Your answer | Business owner |
| Recommendation | Renew, negotiate or cancel, with the reasons and the open questions behind it. | Drafted by the agent | Owner approves |
How ZeroTwo prepares the audit
Schedule it weekly. Each run flags the vendors whose review-start date falls in your chosen window. Three steps wait on you.
Read the agreements and every amendment
Point it at the contract folder or tracker. It extracts term, renewal mechanics, notice period and escalators, and lists the documents it read and any it could not open.
Work out each notice deadline
For each vendor it subtracts the controlling notice period from the renewal date, then your lead time, so the schedule runs from deadlines rather than renewal dates.
Pull trailing spend
Spend comes from your expense platform or an export you share. This page uses Ramp as the example; any source that gives spend by vendor works.
Your exportCompare usage with contracted capacity
A warehouse query or a vendor admin export gives actual use. If a vendor has no usage source, the brief should say so instead of estimating.
Your exportPost the brief and stop
Each brief goes to the budget owner as a draft recommendation. Notices, signatures and anything sent to the vendor stay with named people.
Owner approval
Three recommendations, one owner decision
The brief recommends. The budget owner decides, and legal approves anything that changes or ends the contract.
Renew
When
Usage fits what the contract pays for and the renewal terms are acceptable.
Then
The owner approves, and the renewal date and notice deadline go on the team calendar.
Negotiate
When
Usage sits well below capacity, an escalator applies or a clause needs to change.
Then
Take the clauses to the redline workflow while the deadline still leaves room to talk.
Contract redline briefCancel
When
Usage does not justify the cost and no dependency blocks leaving.
Then
The notice has to go out before the deadline, so legal and the owner approve it first.
When documents conflict, or usage or spend is missing, the right output is a fourth state: undecided, with the question for the owner.
What changes for the team
| Dimension | By hand | With a drafted brief |
|---|---|---|
| Renewal awareness | A vendor notice arrives close to the date and the scramble starts. | Each vendor has a computed notice deadline and review-start date before the notice window opens. |
| Contract location | Agreements sit in e-signature history, email and shared drives. | The brief names the documents read, with amendments ranked above the base agreement. |
| Usage | Someone asks IT or the team whether the tool is still used. | Actual usage is shown against contracted capacity, or marked as unavailable. |
| Negotiation prep | The renewal is accepted as-is or negotiated from memory. | The brief lists usage, escalator and clause questions for the owner to take into the conversation. |
Before anyone acts on a brief
- Open the signed agreement and every amendment for each vendor on the list and confirm the notice period and renewal date it quotes.
- Read the list of documents it could not open. Scanned or image-only PDFs are where dates are most often read wrongly.
- Check that usage and spend cover the same period and the same vendor entity.
- Ask the owner about switching cost. The agent has no way to know it.
- Send nothing to a vendor until a named person has approved the wording.
ZeroTwo's data handling is described in the privacy policy. This is decision support, not legal advice.
A starting prompt
Fill in the brackets. The window follows the notice deadline, not the renewal date.
Read every vendor agreement, order form and amendment in [contract folder].
For each vendor return: renewal date, term, the controlling notice period (amendments override the base agreement), the notice deadline, escalator clause, and the list of documents you read or could not open.
Compute a review-start date: notice deadline minus [21] days. Sort vendors by review-start date and show only those where it falls in the next [30] days.
Add trailing 12-month spend from [spend export] and usage against contracted capacity from [usage source]. If a source is missing, write "not available".
Draft renew, negotiate or cancel with reasons. Do not contact any vendor. Post to [channel] for the budget owner to approve.Which workflow fits the contract question
This one owns the recurring supplier lifecycle. Browse the full set in agent use cases, or see how the Work agent, scheduled tasks and connectors run them.
- This page ownsRecurring vendor renewalsNotice deadlines, spend and usage for suppliers you already pay, decided before the notice window closes.
- New termsContract Redline BriefReviews a negotiated contract against your playbook and drafts fallback clauses. Use it once the owner chooses to negotiate.
- An acquisitionDue Diligence ReportReviews a whole data room for gaps and risks across every document in a deal.
- Rule changesCompliance Change MonitorA weekly brief of regulatory changes that affect your business, separate from vendor spend.
Questions about AI vendor renewal audits
Where does ZeroTwo find our vendor contracts?
Point it at the places you already keep them, such as Google Drive, Notion or Dropbox through connectors, or upload the files. It reads the agreements, order forms and amendments you share. It can only reason about documents it can open, so ask for the list of anything unread and check the dates on scanned PDFs yourself.
How does it get usage and spend data?
Usage usually comes from a warehouse query (Snowflake or Postgres connectors) or an admin export from the vendor. Spend comes from your expense platform or a spreadsheet export. If one of these is missing, ask the brief to mark it unavailable rather than estimate, and treat that vendor as undecided.
Does ZeroTwo write to the vendor?
No. The brief can list talking points such as the usage trend, the escalator and the clauses to change, and you or your procurement lead write and send the message. For clause wording, use the contract redline brief.
What if we have hundreds of vendor contracts?
Set thresholds in the prompt, for example a full brief above a spend you choose and a one-line check below it. Sort by review-start date, not renewal date, so the vendors with the earliest deadlines come first.
Does it work for multi-year contracts?
Yes, if the documents are shared. Ask it to list the escalators, opt-out windows and renewal terms for each year so the year-two or year-three decision starts from a compiled history. Confirm the dates with legal, because it is only as accurate as the documents it read.
Can it cancel or sign anything?
No. It drafts a brief and a recommendation. Cancellation notices, signatures and vendor communications stay with named people, and nothing here is legal advice.
Run it on the renewals due in the next quarter
100 free credits to start on the Free plan. Work agent access starts on Plus at $14.99/mo. See pricing.