Ordinary course agreements
carry extraordinary consequences.

A standard vendor agreement is standard for the vendor, written by its counsel to cap its liability, exclude consequential damages, and limit the remedy to service credits. Courts enforce those terms between businesses. A quick look from Goldsmith Associates flags the few terms that matter, so a vendor failure stays recoverable.

AI tools spot clause issues quickly, and Goldsmith Associates encourages clients to run a form through one before sending it over. Spotting is not settling. A chatbot redline often meets a vendor who rejects it, while a deal-tested change reflects the terms mortgage vendors actually accept.

An LOS or SaaS agreement for a mortgage lender should carry service levels, audit rights, a breach notice clock, data return on exit, and a liability cap sized to the real exposure. Minimums matter too. The monthly minimum fee, deconversion at “then-current rates,” and any right to change terms by posting them online all deserve a second read.

Fannie Mae and Freddie Mac hold the seller and servicer responsible for work their vendors perform, and Fannie Mae’s Selling Guide says sellers “remain fully responsible” when they outsource. The vendor’s error stays the lender’s problem. The agreement decides whether the lender can recover from the vendor, so the right to recover is settled before signature.

The 2023 Interagency Guidance, issued by the federal banking agencies, lists the terms they expect, including performance standards, audit rights, compliance duties, data security, subcontracting, and termination. It is written for banks, not nonbanks. Nonbank lenders and servicers still meet the same expectations through bank partners, warehouse lenders, investors, and state examiners.

Many vendor forms renew automatically for another term, unless notice arrives inside a narrow window, and some allow price increases or new terms posted to a website. The form usually permits it. Reviewed before signing, renewal and price stay your decision, and the signed terms control.

Unless the agreement says otherwise, data can come back late, in an unusable format, and at the vendor’s “then-current rates” for deconversion. One bank paid $158,700 against a $10,000 schedule and had to sue to recover the difference. Reviewed before signing, the exit is settled while the vendor still wants the account, so your data comes back usable, on time, and at a known price.

Many vendor forms list cyberattacks and system failures as force majeure events, which excuses the vendor’s performance while the customer’s payment obligation continues. The outage becomes the excuse. Reviewed before signing, an outage stops costing you money, and a long one lets you leave.

An office or branch lease for a mortgage company should cap pass-through expenses, grant an audit right, limit any personal guaranty, and preserve assignment rights for a sale or merger. Licensing adds a wrinkle. Branch licensing rules in many states add location, signage, and records requirements the landlord’s form never contemplates.

A loan officer agreement should pair a compliant compensation plan, built for the federal LO comp rule, with non-solicitation, confidentiality, and pipeline ownership terms. Departures test every clause. A separation agreement then settles final compensation, the return of borrower data, a release, and the scope of any continuing restrictions.

Freddie Mac’s Bulletin 2025-16 added AI governance requirements effective March 3, 2026, and Fannie Mae’s Lender Letter LL-2026-04 extends governance to vendors and subcontractors. The guides reach the vendor through the lender. A vendor contract that is silent on AI leaves the lender answering for a model it cannot see or test.

A patent holder can sue the bank or lender that uses licensed software, and a 2013 East Texas suit named dozens of banks and credit unions over their vendors’ technology. The end user is the easier target. Reviewed before signing, the vendor answers for its own technology, so the patent fight stays the vendor’s.

Most state deceptive trade practice laws protect households rather than businesses, and the few that reach businesses police deception rather than a cap or waiver printed in plain view. Texas excludes larger businesses outright. The contract is the protection a company actually controls, and the negotiation before signature is the moment that counts.

A quick look covers the document a client sends and the use the client describes, in four steps: you send it, we flag it, you decide it, and you sign it. The read stays short. Goldsmith Associates revises the form only when the client asks, and the revised form comes back for the client to decide before anyone signs.

Many subservicing agreements say nothing about a sale of the subservicer, and the agreement simply continues under new ownership, even when the buyer competes for the same borrowers. The paper is silent. Reviewed before signing, a sale of your subservicer becomes your decision, and that protection exists only if it is in the paper before the deal is announced.

AdjacentGC™ clients send vendor forms, leases, NDAs, and offer letters as they arrive, under the same standing relationship that serves the rest of the business. The engagement letter sets the scope. Each agreement gets the same quick look, the same plain answer, and the same counsel on the other end of the email.