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Due Diligence

Pre-Contract Third Party Due Diligence You Should Be Doing

Aug 7, 2019 by Branan Cooper

As part of your third party due diligence, you should have a comprehensive plan to vet vendors before contracting with them. One of the first things you should consider is some type of pre-qualification form, for example a Request for Proposal (RFP). An RFP is an extensive questionnaire that you’d send to a select few vendors in the product/service space that you’re looking to outsource. These are your more serious contenders and it helps you weigh each vendor’s pros and cons.

Pre-Contract Due Diligence Items to Ask For

In addition to the RFP, the following are documents you should be requesting and checks you should be performing in order to help you review upfront risk and, ultimately, make your final decision:

  1. An executed vendor Confidentiality Agreement, Mutual Non-disclosure Agreement (MNDA) or Privacy Statement
  2. Secretary of State Check
  3. Articles of Incorporation or Business License
  4. State of Incorporation
  5. Credit report
  6. Financials/Annual Report
  7. Certificate of Good Standing
  8. Tax ID #
  9. A list of any significant complaints or litigation against the vendor
  10. Liability insurance coverage, statement of insurance, worker’s compensations insurance and any other applicable insurance documents
  11. Listing of ALL subcontractors or other parties that have access to your organization’s data or information
  12. Copies of the contracts or confidentiality agreements/non-disclosure agreements of all subcontractors utilized who will be viewing or working with your organization’s data
  13. OFAC and PEP Check on principal executives and owners
  14. Negative news search
  15. Dunn & Bradstreet or Standard & Poor's report
  16. SSAE 18, SOC 1, SOC 2 and SOC 3 audits or any other information technology related audit (if required)
  17. Business resumption and contingency plans (if required)

Don’t forget, once you’ve evaluated the due diligence and selected the best fit for your organization, it’s time to negotiate! You want to write into the contract anything and everything that you can that will adequately define each parties’ roles and responsibilities as well as assist your organization with obtaining the best service levels. Think of provisions such as the following:

  • Right to audit (site visits)
  • Performance/service level expectations
  • Reporting requirements
  • Term duration
  • Pricing

Considering these best practices will help tremendously with your pre-contract third party due diligence. 

Vendor vetting is a critical part of the process and must be done properly. Download the eBook. 

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Branan Cooper

Written by Branan Cooper

Branan Cooper is the Chief Risk Officer at Venminder. Branan has nearly 30 years of experience in the financial services industry with a focus on the management of operational and regulatory processes and controls—most notably in the area of third party risk and operational compliance. Branan leads the Venminder delivery team as the third party risk management subject matter expert in residence. Branan also serves as an industry thought leader. He's a member of InfraGard and the Professional Risk Management Industry Association (PRMIA). And, he was selected in 2018 as an advisor to the Center for Financial Professionals (CEFPro) and board member for the Global Sourcing Resource Network (GSRN).

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