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Avaya Software License And Service Agreements Review & Rating

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Top 22% contract ranking
Contract
Ranking
Top 22%
Ranking

The vendor's agreements were benchmarked against thousands of vendor forms and are in the top 22% for customer favorability.

0
Deal Breakers

60% customer favorability, based on 750 plus contract signals powered by Certify.

60%
Balanced Favoring Customer

Indicates balanced, low-risk terms favorable to the customer.

Verified

Top 22% IT contract. No structural blockers. Procurement-ready.

Risk Summary

A concise snapshot of key risks, their impact, and priority concerns.

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Topic
Rating
Details
Liability and Risk Allocation
70% Vendor Favorable

Insurance

Insurance requirements

  • Avaya is not required to carry any form of insurance

Summary

Liability cap

  • Avaya's varying liability cap includes 12 months' fees
  • Avaya's liability cap includes a fixed amount
  • Avaya's varying liability cap includes a fixed amount > $50,000 and </= $500,000
  • There is no secondary cap on Avaya's liability
  • Customer's varying liability cap includes 12 months' fees
  • Customer's varying liability cap includes a fixed amount
  • Customer's varying liability cap includes a fixed amount between $50,000 and $500,000
  • There is no secondary liability cap on Customer's liability

Exceptions to the liability cap

  • Claims related to fraud or willful misconduct are excluded from the cap on Avaya's liability
  • Claims related to death or personal injury are excluded from the cap on Avaya's liability
  • Indemnification obligations relating to IP infringement are excluded from the cap on Avaya's liability
  • Claims related to payment obligations by Customer are excluded from the cap on Customer's liability
  • Claims related to fraud and/or willful misconduct are excluded from the cap on Customer's liability
  • Claims related to death or personal injury are excluded from the cap on Customer's liability
  • Claims related to Customer's use of the service, violations of an acceptable use policy or other restrictions or responsibilities are excluded from the cap on Customer's liability
  • At least some indemnification obligations (other than relating to data or IP infringement) are excluded from the cap on Customer's liability

Excluded damages

  • One or more forms of indirect damages are excluded from Avaya's liability
  • One or more forms of indirect damages are excluded from Customer's liability

Exceptions to excluded damages

  • The damages excluded from Avaya's liability do not include claims related to fraud or willful misconduct
  • The damages excluded from Avaya's liability do not include claims related to death or personal injury
  • The damages excluded from Customer's liability do not include claims related to fraud and/or willful misconduct
  • The damages excluded from Customer's liability do not include claims related to death or personal injury
  • The damages excluded from Customer's liability do not include claims related to Customer's use of the service, violations of an acceptable use policy or other restrictions or responsibilities

Timing of claims

  • Claims against Avaya must be brought by Customer in a defined period that is greater than 18 months
  • Claims against Customer must be brought by Avaya in a defined period that is longer than 18 months

Claims

  • Avaya indemnifies Customer for claims based on third-party IP infringement
  • Customer indemnifies Avaya for claims based on Customer's content, data, and/or materials
  • Customer indemnifies Avaya for claims arising from violation of laws
  • Customer indemnifies Avaya for certain claims that TermScout was unable to classify - see citation
  • Customer indemnifies Avaya for claims based on Customer's use of the service
  • Customer indemnifies Avaya for certain claims based on Customer's breach of contract that TermScout was unable to classify - see citation

Scope of obligations

  • Avaya's IP indemnification covers all types of IP
  • Avaya's indemnification obligations are the exclusive remedy for indemnified claims
  • Avaya's indemnification includes the obligation to provide a defense
  • Avaya's indemnification does not include the obligation to hold harmless
  • Customer's indemnification obligations are limited to third-party claims
  • Customer's indemnification obligations are the exclusive remedy for indemnifiable claims
  • Customer's indemnification includes the obligation to provide a defense
  • Customer's indemnification does not include the obligation to hold harmless

Limitations, conditions, or exclusions

  • Obligations include conditions regarding Customer's cooperation or Avaya's control of the defense
  • Obligations include conditions regarding Customer's use of the services in breach of the contract
  • Avaya's IP indemnity does not cover claims resulting from modifications, combinations, or use of an outdated version of the service
  • Avaya's indemnity obligations include conditions regarding settlements
  • There are time constraints on when Customer must notify Avaya of an indemnifiable claim
  • Conditions or exclusions to Avaya's indemnification obligations that TermScout was unable to classify - see citation
  • Obligations include conditions regarding Avaya's cooperation or Avaya's control of the defense
  • Customer's indemnity obligations include conditions regarding settlements
  • There are time constraints on when Avaya must notify Customer of an indemnifiable claim

Warranties Offered

SLAs

  • Avaya does not offer an SLA regarding uptime
  • Avaya does not offer any other form of SLA

Other warranties

  • Avaya warrants that the services will meet specified standards of care or conduct

Implied warranties

  • Avaya disclaims some or all implied warranties
Data & Privacy
60% Balanced Favoring Customer

Data Rights

Data provided by Customer

  • Avaya does not claim ownership of any data provided by Customer
  • Avaya receives rights to use data provided by Customer to comply with applicable law
  • Avaya receives rights to share data provided by Customer with third parties who may only use it to provide or improve the services
  • Avaya receives rights to use data provided by Customer for marketing purposes
  • Avaya receives some other usage rights which TermScout was unable to classify - see citation

Data Security

Subprocessor obligations

  • The contract lists or references a list of some subprocessors
  • Avaya is required to ensure that subprocessors are bound by data or privacy requirements similar to those in this contract

Security commitments

  • Avaya makes contractually binding data security commitments

Third party audits, standards, or certifications

  • Avaya commits to comply with at least one third-party data security audit, standard, or certification
  • Avaya commits to some other audits, standards, or certifications which TermScout was unable to classify - see citation
  • There are no qualifications and/or limitations to Avaya's commitments to comply with third-party data security audits, standards, or certifications

Data breach notification policy

  • Avaya commits to notifying Customer of a security breach impacting Customer's data

Summary

Vendor's confidential information

  • Customer must provide some protection of Avaya's confidential information

Customer's confidential information

  • Avaya must provide some protection of Customer's confidential information
  • Avaya explicitly commits not to disclose Customer's confidential information, except as necessary to provide the services
  • Avaya explicitly commits not to use Customer's confidential information, except as necessary to provide the services

Mutuality

  • All commitments concerning confidential information are mutual

Residuals clause

  • There is no residuals clause

Warranties Offered

Compliance with documentation/specifications

  • Avaya warrants that the services will comply with certain documentation and/or specifications, but the warranty has some conditions or qualifications
Commercial & Payment Terms
60% Balanced Favoring Vendor

Payment Terms

Late payment penalties

  • There are penalties for late payments

Payments due

  • Customer has at least 30 days to pay

Vendor's expenses

  • Avaya reserves the right to bill Customer for one or more types of expenses incurred by Avaya
  • Avaya may only bill Customer for expenses associated with the collection of unpaid fees
  • Avaya is not required to receive preapproval or be in compliance with Customer's policies in order to bill for expenses
Term, Termination, & Control
80% Customer Favorable

Summary

Customer's termination rights

  • Customer has certain rights to terminate for cause
  • Customer has certain rights to terminate for convenience

Refunds

  • Customer's termination rights do not include the right to a refund

Auto-renewal

  • The contract has auto-renew language, but Customer may opt out
  • The contract has auto-renewal language and Customer may opt out by giving less than or equal to 45 days' notice

Vendor's termination and suspension rights

  • Avaya does not receive the right to terminate the contract for convenience
  • Customer has between 11 and 30 days to cure a breach before Avaya can terminate for cause
  • Avaya may suspend Customer's access to the service for payment-related issues
  • Avaya may suspend Customer's access in order to prevent material harm
  • Avaya may suspend Customer's access to the service for reasons TermScout was unable to classify - see citation
IP & Ownership
60% Balanced Favoring Vendor

Customer's IP

Licenses to Customer IP

  • Avaya receives a right to Customer's suggestions and/or feedback
  • Avaya receives the right to use Customer's name and/or marks publicly

Publicity rights

  • Avaya's use of Customer's name and/or marks is not subject to Customer's guidelines

Assignment of Customer IP or work product

  • Customer does not assign any work product or other IP to Avaya

Warranties Offered

Other warranties

  • Avaya provides warranties regarding its authority to enter into this contract and/or the validity of this contract
Restrictions & Controls
80% Customer Favorable

Summary

Non-compete

  • There are no restrictions on Customer's right to compete with Avaya

Non-solicit

  • There are no restrictions on Customer's right to solicit

Exclusivity

  • There are no restrictions on Customer's ability to procure similar products or services from other vendors

Vendor's assignment rights

  • Avaya is allowed to assign in the event of a merger or acquisition
  • Avaya is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting Avaya's ability to assign the contract
  • Consent requirements do not apply in the event of a merger or acquisition
  • Consent requirements do not apply in the event of a corporate reorganization
  • There are no notice requirements restricting Avaya's ability to assign the contract
  • There are no restrictions or conditions on Avaya's right to assign to a competitor of Customer

Customer's assignment rights

  • Customer is allowed to assign in the event of a merger or acquisition
  • Customer is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting Customer's ability to assign the contract
  • Consent requirements apply to Customer's assignment rights in the event of a merger or acquisition
  • Consent requirements apply to Customer's assignment rights in the event of a corporate reorganization
  • There are no notice requirements restricting Customer's ability to assign the contract
  • There are no restrictions or conditions on Customer's right to assign to a competitor of Avaya

Access the complete methodology and detailed breakdown by downloading the full report for in depth insights

Frequently Asked Questions

Find quick answers to the most common questions about our platform, process, and agreements.

Procurement and finance teams often escalate healthcare agreements when termination clauses create uncertainty around patient-data access, operational continuity, or transition support after contract expiration. Delays increase when vendors limit data portability, impose restrictive extraction timelines, or narrowly define post-termination assistance obligations. Enterprise buyers generally expect healthcare vendors to support orderly operational transitions because disruptions can directly affect clinical workflows, compliance obligations, and financial operations.

Buyers often view aggressive termination mechanics as indicators of future governance and operational friction. Additional concern arises when agreements permit abrupt service suspension, broad vendor discretion over offboarding processes, or limited access to historical healthcare information following termination. Finance and procurement teams increasingly expect contracts to preserve operational stability during vendor transitions rather than creating dependency structures that are difficult to unwind safely.

Buyers typically compare termination structures against vendors supporting similar clinical, administrative, or healthcare operational functions. Agreements generally appear more market aligned when they provide reasonable notice periods, transparent transition support obligations, and workable data-return procedures tied to regulated healthcare information. Contracts become harder to approve when exit mechanics create operational lock-in or materially increase the cost and complexity of future vendor transitions.

Enterprise review teams often escalate agreements when termination language fails to address continuity planning, secure data transfer, credential revocation, or post-termination handling of protected health information. Concern also increases if financial obligations continue despite unresolved operational failures or incomplete transition support. Buyers increasingly evaluate termination governance as part of broader operational resilience and patient-risk management rather than a narrow contractual exit issue.

Why this Matters

See value, risks, and position at a glance for better decisions.

A certified contract gives buyers an immediate signal that the agreement has already been independently reviewed against objective standards, so they do not need to start from a blank slate. That means procurement and legal can focus on any truly exceptional issues instead of re-litigating the whole paper, helping the vendor get to usage faster.

When a contract is benchmarked and certified as Balanced or Customer Favorable, buyers know the core terms are already aligned with market norms and defined fairness criteria. That reduces the instinct to redline broadly, because the agreement has already cleared a credibility threshold before negotiation begins.

Certification gives internal stakeholders a common, data-backed basis for approval, which lowers the time spent debating whether the contract is “acceptable”. In practice, that lets procurement, legal, and finance move from review mode to decision mode much faster.

A certified contract signals transparency: the vendor is willing to have its terms independently assessed and publicly displayed as fair, balanced, and market-aligned. That kind of external proof reduces suspicion about hidden risk and makes buyers more comfortable moving forward.

Because certification removes uncertainty early, buyers can spend less time negotiating standard terms and more time deciding whether the product is the right fit. TermScout positions this as a way to cut negotiation friction and accelerate time to signature, which directly shortens the overall deal cycle.

How TrustMark™ Works?

1

Data Extraction

Scans and converts legal text into structured data.

2

Objective Scoring

Clauses benchmarked against market data.

3

Deal Breakers

Risks and non-negotiables flagged early.

4

Benchmarking

Compares your contract to market standards.

5

Certification

Contract validated after meeting risk and score thresholds.

Based on 750 plus contract signals benchmarked against market data.

Certified Contract Reports, Explained

Verified™ contract reviews are reviews of contracts that have been carefully checked by contract experts. This review is designed to help users understand the rights and obligations associated with the Software License and Service Agreements ("SLSA") for Avaya Inc.. We looked at the issues found in 'Term Sheets' and did not look for any other issues.

For more information on TermScout's contract review process, visit our methodology page.

In order to qualify for Certification, a contract must meet the following criteria:

  • Achieve a TermScout rating of Balanced or Customer Favorable, and
  • Be free of all designated Deal Breaker clauses.

The difference between certified Balanced and certified Customer Favorable is the TermScout favorability rating achieved by the contract. Each of these criteria is more fully described below.

A contract is balanced when it allocates risks between the parties in a roughly equal manner, as determined by TermScout's two-step, data-driven analysis. First, we use our proprietary AI to abstract over 750 defined data points from each contract we analyze. Then, we use an algorithm to objectively score that data. Because TermScout looks at the exact same set of data points and uses the exact same scoring algorithm in every contract analysis we conduct, you can now compare contracts on an apples-to-apples basis. (You can read more about the data points that TermScout analyzes in every IT contract here.)

This enables us to objectively rate contracts at both the agreement level and by key topic area (e.g., limitations of liability, indemnification, warranties, etc.) and show you which contracts are vendor favorable, which are customer favorable, and which are balanced.

Not all risks are created equal. Even if a contract shifts only a single risk to the buyer, the contract still may not merit certification if that risk is material enough. Examples of these types of Deal Breakers include exclusivity, complete disclaimers of liability, etc. Accordingly, TermScout will not certify a contract if it contains any of the following Deal Breaker clauses,² which TermScout identified by reference to market data and input from prominent buy-side and sell-side legal experts from TermScout's Innovation Advisory Council:

This makes it nearly impossible for a customer to recover from a vendor, no matter what goes wrong - even if the vendor violates other provisions of the contract.

Signing non-competes means contractually promising not to engage in a certain line of business. This is something most businesses want to avoid where possible.

Agreeing not to solicit a vendor's employees, customers, or vendors sounds reasonable, but it places challenging burdens on the customer to ensure they comply.

Agreeing not to procure similar services from other companies can severely hinder a company's ability to do business.

Privacy laws require companies to follow strict rules with respect to how they handle certain types of data. This clause presents major risks to a company's ability to comply with such laws.

It's extremely rare for a customer to need to assign IP rights to an IT vendor. Doing so can materially jeopardize a company's rights in its own IP.

Since most IT services today are delivered "as a service", customers often upload wide varieties of information onto vendors' servers. Confidentiality commitments are expected by most customers.

The goal of TermScout's reports is to provide users with the data necessary to make an informed decision about whether they can accept the terms. The data provided in TermScout's reports includes:

  • Term Sheet: A full report of the key rights and obligations contained in the agreement.
  • Overall Ratings: TermScout's overall impression of the favorability of the contract vis a vis the parties. These ratings are algorithmic approximations of favorability that are based on market data and the subject views of contract experts with experience in the specific type of contract.
  • Rare Clause Radar: TermScout identifies and surfaces a list of the most rare and material clauses that favor your counterparty.
  • Playbooks: Playbooks are a way of programming into TermScout's software a specific set of acceptance criteria for a contract type. All accounts have access to sample Playbooks for select templates, and Pro accounts have the ability to build custom Playbooks.
  • Comparable Contracts: We'll show a list of contracts sorted by favorability ratings and allow for the comparison of similar contracts based on position, industry, and contract type.
  • Market Data: Any right or obligation in a contract can be compared to market data for similar contract types, including data from TermScout's Contract Market Database™ of thousands of public contracts and anonymized and aggregated data from hundreds of negotiated contracts.

Certified Contract Reports contain only a subset of the above data. To access all of the data available, create a free account here and search for the desired contract in Triage.

Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.

TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.

Key Assumptions

  1. Customer is an average "end user" of the service (i.e. not a partner, distributor, or developer).
  2. Customer is not a government entity.
  3. Customer is a US-based company and is using the service in the US.
  4. Customer is a paying user (i.e. not a user of free services).
  5. Customer is not using beta services.
  6. Unless otherwise noted, service-specific terms that may override or supersede the terms of the Agreement are not reviewed by TermScout.

We reviewed the SLSA for Avaya and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Customer" means the party contracting with Avaya and "Vendor" means Avaya.

References herein to the "Agreement" are to the following documents:

TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.

No additional notes to customer for this report.

View a full breakdown of our contract certification deal breakers.

Check If Your Contract Qualifies for Certification

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