Library vendor contracts are written by lawyers who assume you’ve never read a contract before and won’t start now. They’re counting on you to skim the first page, nod along, and sign.

Don’t do that.

(And if you’re dealing with AI-powered products, the contracts are even trickier. Check out the AI clauses vendors are sneaking into contracts for specifics.)

The Anatomy of a Bad Contract

Most library vendor contracts follow a predictable pattern. Here’s what to look for and what it actually means.

The “Estimated” Pricing Section

What it says: “Estimated annual cost: $15,000”

What it means: This number is fake. The real cost will be higher. Much higher.

Why: “Estimated” means they can charge you for overages. Check for:

  • Per-user fees beyond the included seats
  • Storage limits with overage charges
  • Transaction fees for API calls
  • “Implementation costs” billed separately
  • Annual price increases buried in Section 11.3

What to do: Ask for itemized pricing. Get the maximum possible cost in writing. If they can’t give you a ceiling, walk away.

The Auto-Renewal Clause

What it says: “This contract automatically renews unless canceled 90 days prior to the end of the term.”

What it means: You have to remember to cancel 3 months early or you’re stuck for another year.

Why this is garbage: Your budget cycle doesn’t align with their renewal schedule. You won’t know if you have funding until 60 days out. By then, you’ve already renewed.

What to do: Negotiate the notice period down to 30 days. If they refuse, set a calendar reminder 120 days before renewal. Then set a backup reminder 100 days out. Then set a third reminder because you will forget.

The Data Ownership Disaster

What it says: “All data entered into the system remains the property of the customer.”

What it actually says: “You own the data but good luck getting it out.”

Why: Ownership doesn’t mean portability. Check for:

  • Export format restrictions (proprietary formats only)
  • Export fees (per record or flat fee)
  • API access limitations
  • Data retention after contract termination

What to do: Require regular automated exports in open formats. CSV, JSON, XML. Not their proprietary garbage. Test the export before you sign.

The “Unlimited” Support Lie

What it says: “Unlimited technical support included.”

What it means: Support is limited to 9-5 Eastern time, excludes weekends, doesn’t cover “configuration requests,” and has a 48-hour response SLA.

Why this matters: Your system will break at 6pm on Friday. Their support is closed until Monday. That’s not unlimited.

What to do: Define support hours in writing. Get response time SLAs for critical issues (system down = 2 hours, not 48). Require weekend coverage or don’t sign.

The Termination Trap

What it says: “Either party may terminate with 90 days written notice.”

What it actually says: “You can leave but we’re keeping your data ransom and charging you exit fees.”

Check for:

  • Data export fees on termination
  • “Deconversion” costs
  • Forced migration assistance (billed hourly)
  • Continued charges during the 90-day notice period

What to do: Negotiate zero-cost data export on termination. Get it in writing. Test the export process annually to make sure it actually works.

Red Flags That Mean Run

Some contract terms are non-negotiable deal-breakers. If you see these, walk away.

“Liquidated damages” clauses

Translation: If you cancel early, you owe us the remaining contract value.

This is insane. You’re paying for a service you’re not using because you dared to leave. No.

Unilateral price increase rights

“Vendor reserves the right to adjust pricing annually based on market conditions.”

Translation: We can raise prices whenever we want and you can’t do anything about it.

Get a maximum annual increase percentage in writing. 3-5% is standard. Anything higher is greed.

Mandatory arbitration clauses

“All disputes shall be resolved through binding arbitration in [vendor’s home state].”

Translation: If we screw you over, you can’t sue us in court. You have to fly to our state and pay for arbitration.

Strike this clause or negotiate for arbitration in your state.

Indemnification imbalance

They want you to indemnify them for everything but refuse to indemnify you for their failures.

This should be mutual. If their system loses your patron data, they’re liable. If you misuse their system, you’re liable. Equal protection.

Questions to Ask Before You Sign

1. What’s the true total cost of ownership?

Not the estimated annual cost. The real number including:

  • Implementation fees
  • Training costs
  • Data migration
  • Annual increases
  • Support costs beyond “unlimited”
  • Integration fees

2. What happens if you go out of business?

Get a source code escrow agreement. If the vendor folds, you need access to your data and the ability to keep the system running until you migrate.

3. What’s the actual uptime guarantee?

“99.9% uptime” sounds good until you do the math. That’s 8.76 hours of downtime per year. Is that acceptable? What’s the penalty if they miss the SLA?

4. Can you test the export process now?

Before you sign, ask to export a sample dataset in the formats they claim to support. If they refuse or the export is unusable, that’s your answer.

5. What are the integration costs?

Connecting the new system to your ILS, authentication, analytics, etc. will cost money. Get those costs itemized upfront.

What Good Contracts Look Like

Good vendor contracts are boring. They’re clear about pricing, support, data ownership, and termination. They don’t have surprises buried in Section 14.2.

Look for:

  • Fixed pricing with maximum annual increases
  • Defined support hours and SLAs
  • Clear data export rights with no fees
  • Mutual termination rights with reasonable notice
  • Equal indemnification
  • No auto-renewal without explicit opt-in

If the vendor pushes back on any of this, ask why. If their answer is “industry standard,” find a better vendor.

Frequently Asked Questions

Can I negotiate library vendor contracts?

Yes. Vendor contracts are always negotiable. If a vendor tells you their contract is “standard” and can’t be changed, they’re lying. Everything is negotiable—pricing, terms, support levels, data rights, and termination clauses. Libraries that push back get better terms.

What should I look for in a vendor contract before signing?

Check five critical areas: (1) True total cost including hidden fees and annual increases, (2) Auto-renewal terms and notice periods, (3) Data ownership and export rights, (4) Support hours and response time SLAs, and (5) Termination terms including exit fees. Test the data export process before signing.

How long should a vendor contract notice period be?

30 days is reasonable. 90 days is vendor-friendly but common. Anything over 90 days is excessive. Negotiate shorter notice periods so you’re not locked in if the vendor fails to deliver or if budget cuts force cancellation.

What is a liquidated damages clause in vendor contracts?

A liquidated damages clause requires you to pay the remaining contract value if you cancel early. This means paying for a service you’re not using. These clauses are negotiable and should be removed or limited to a reasonable early termination fee (1-3 months of service).

Do I own my library data in vendor systems?

You should own your data, but ownership doesn’t guarantee portability. Check for export fees, format restrictions, and API limitations. Require regular automated exports in open formats (CSV, JSON, XML) with no fees. Test exports before signing and annually after.

The Real Problem

The real problem isn’t that vendors write bad contracts. It’s that libraries sign them anyway because we’re desperate for solutions and terrified of procurement delays.

Stop doing that.

Pushback works. Vendors need you more than you need them. There are alternatives. If they won’t negotiate, walk. If your administration won’t let you walk, document the risks and make them own the decision.

You are not legally required to sign vendor contracts that screw you over. You are allowed to negotiate. You are allowed to say no. (The ALA’s Library Contract Checklist can help guide negotiations.)

Start saying no.

And stop signing contracts you haven’t read all the way through. Yes, even the boring parts. Especially the boring parts. That’s where they hide the expensive surprises.

Now go negotiate. Make them earn your business.

Authenticity note: With the exception of images, this post was not created with the aid of any LLM product for prose or description. It is original writing by a human librarian with opinions.