1. Purpose
To ensure that all third-party contract agreements are reviewed for compliance with SOC 2 requirements, protecting the organizationβs data, security, confidentiality, and legal interests.
2. Scope
This process applies to all third-party vendors, service providers, and partners that handle, process, store, or transmit organizational data.
3. Roles & Responsibilities
β’ Procurement / Vendor Management: Coordinates contract review process.
β’ Legal / Compliance Team: Ensures legal obligations, liability, and regulatory compliance are met.
β’ Legal / Compliance Team: Ensures legal obligations, liability, and regulatory compliance are met.
β’ IT Security Team: Reviews technical and security-related clauses.
β’ Executive Sponsor / Management: Approves final agreement before execution.
β’ Executive Sponsor / Management: Approves final agreement before execution.
4. Process Steps
Department / Team Member fills in the βNew Vendor Requestβ form.
- Vendor name
- Vendor website
- What is the business use case?
- Is the vendor business critical?
- What sort of data is processed?
- What type of data is the vendor processing (e.g. personal data, protected health information)?
- Is any of the data considered "special categories" of personal data as defined by GDPR?
- Is the data anonymized or pseudonymized?
- Does the vendor provide a Data Processing Agreement (DPA) or is HIPAA Business Associate Agreement (BAA) required?
- Does the vendor process customer/company Data?
- Does the vendor have access to our production infrastructure?
- How will our company's staff/systems authenticate with this vendor?
- Will the vendor be used for authentication or identity management?
4.1 Vendor Review Steps
Step 1 β Initial Review
- β Verify business purpose and scope of services.
- β Identify type of data vendor will handle (PII, PHI, financial, confidential).
- β Confirm vendor provides necessary security certifications (SOC 2, ISO 27001, etc.).
- β Confirm data retention and deletion policies align with SOC 2 principles
- β Review data backup and recovery procedures
- β Assess data segregation (multi-tenant environments, shared resources)
- β Ensure secure data disposal methods are defined
If the vendor does not have any certifications, proceed to share a Security Questionnaire. (Vanta Template). The information for the security controls checklist below will be gathered from the questionnaire responses.
A.. Security Controls
- β Confirm vendor has an Information Security Policy (review copy)*
- β Validate access control measures (least privilege, MFA, RBAC)*
- β Confirm data encryption (in transit and at rest)*
- β Assess network security (firewalls, IDS/IPS, patch management)*
- β Review incident response and breach notification procedures*
- β Evaluate physical security of vendorβs facilities and data centers*
Step 2 β Contractual Clauses Review
The legal team needs to review the contract and ensure these clauses are present.
- β Review Master Services Agreement (MSA) and Data Processing Agreement (DPA)
- β Ensure Confidentiality / Non-Disclosure Agreements are in place.
- β Confirm Data Protection & Privacy requirements align with SOC 2 principles.
- β Verify Right-to-Audit and compliance reporting clauses.
- β Validate Breach Notification Requirements (e.g., timeline for notification).
- β Review Data Retention & Destruction provisions.
- β Assess Liability, Indemnification, and Insurance coverage.
Step 3 β Security & Compliance Review
If the vendor outsources activities to subcontractors, discuss the requirements below with the account manager.
- β Check access control, encryption, and incident response obligations.
- β Ensure subcontractors are held to the same security requirements.
- β Confirm vendor has Business Continuity and Disaster Recovery plans.
Step 4 β Approval & Documentation
At this point, a new vendor entry needs to be added in Vanta and populated with the findings and review notes.
- β Document review findings and approval status.
- β Store signed agreements and related compliance evidence in a secure repository.
- β Ensure version control for contract updates or renewals.
Step 5 β Ongoing Monitoring
Both SOC 2 and ISO27001 require a review of vendors on an annual basis.
- β Review agreements periodically ( annually).
- β Require updated SOC 2 reports and certifications
- β Reassess clauses if business or regulatory requirements change.
- β Monitor vendorβs performance against SLAs
- β Track incidents, breaches, or regulatory actions affecting the vendor
5. Outputs / Evidence
All the artifacts below can be stored in Vanta for that specific vendor under the Security Review section.
β’ Completed contract review checklist
β’ Approval sign-off records
β’ Archived copies of executed agreements
β’ Audit trail of vendor monitoring activities
Open a Ticket