While you might think there is no one most important clause as there are a lot of important clauses, especially if you ask around.

• In Procurement, you will want implementation in the promised timeframe
• Finance will want holdbacks and penalties if functionality is not delivered or timeframes are not met
• Risk Management will want clauses around cyber-security and privacy
• Legal will be very concerned about governing venue, liability, and standard termination clauses,
• etc.

And those are all important, but the reality is:

• regardless of what’s in the contract, the solution will be implemented when it gets implemented, and delays will be blamed on your IT team, partners, etc. especially if it is their fault
• you have to prove it was the vendors fault to get any penalties enforced, and that will be very hard indeed
• good clauses alone are not enough if a cyber-breach or data-breach happens, your customers will still be coming after you
• the legal venue usually isn’t that important, the only time liability typically comes into play is if customer data is fraudulently accessed as a result of the provider’s failure in security or there is a massive prolonged system failure, and, no matter how bad the performance, the contract won’t be terminated unless there is outright fraud because the organization still needs a system
• etc.

which means that, while important, unless there was outright fraudulent representation (or serious negligent misrepresentation) in the signing of the contract, none of these clauses really matter as they aren’t protecting you nearly as much as you think they are since any damages you would be awarded in court would be limited to fees paid, which could be dwarfed by the legal fees and mounting losses while you waited months or years for the situation to be resolved!

Moreover, when you consider that the average company is not a Fortune 500, and no longer has (multi-)million budgets for SaaS, that means that most of your purchases are going to be in the (low) six figure range. This means that the vendor knows that the cost of any legal action that would arise plus the losses that would be incurred by the organization that takes action will dwarf the fees paid, and that means that the likelihood of any action coming the vendor’s way is minimal. (Plus, after all of the glowing recommendations you gave the vendor to the C-Suite upon selection, to their customers in the all-expenses paid customer event at the fancy resort destination that was offered to you as a big new name customer, and to new potential customers in reference calls when you were still enthralled by the shiny screen, they know you won’t want to come forward and admit how wrong you were.)

This means that a good portion of you will be screwed to some extent. Let’s consider the reality.

• Once FinTech, and then ProcureTech, became hot, you had all of the top performing sales people from across enterprise tech move in — and not all of them are altruistic; in fact, some of them are as psychopathic as they come and will promise anything to get the deal signed, even if they know the vendor organization CAN NOT deliver
• Many providers have been capitalized at multiples of 7, 10, 15, or more by VC and PE firms looking for the next unicorn and are under pressure to reach ridiculous, and wholly unrealistic, sales targets and will effectively over promise to get sales and then underdeliver when the investors don’t allow them to hire enough support personnel due to not hitting sales targets
• There are over 700 providers in a space that offers less than 10 core modules. That’s almost 10 times the number of providers that are needed. Most will not make/retain profitability and, thus, most will not survive. Some will go under, others will be acquired in fire sales or discount sell offs by investors who cut their losses before they lose it all. Even if your vendor gets acquired, chances are the acquirer will gut it and support levels will significantly decrease (and new development come to a standstill).
• If the vendor needs the sale to get the bank loan, keep their jobs, make payroll, even the best providers will assume they can figure it out later with money in the bank, but this won’t always happen, especially if they are behind on promises to other customers.

In other words, even if the sales person and the provider had no will intent, you are still likely to get screwed.

This means that the most important clause in the contract is …