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Third-Party IT Requirements & Contract Review Pack

1. Purpose
To ensure that all third-party contract agreements are reviewed for compliance with SOC 2 requirements, protecting the organization’s 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€’ IT Security Team: Reviews technical and security-related clauses.
β€’ Executive Sponsor / Management: Approves final agreement before execution.


4. Process Steps
Department / Team Member fills in the β€œNew Vendor Request” 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 – Initial Review
  • ☐ Verify business purpose and scope of services.
  • ☐ Identify type of data vendor will handle (PII, PHI, financial, confidential).
  • ☐ Confirm vendor provides necessary security certifications (SOC 2, ISO 27001, etc.).
  • ☐ Confirm data retention and deletion policies align with SOC 2 principles
  • ☐ Review data backup and recovery procedures
  • ☐ Assess data segregation (multi-tenant environments, shared resources)
  • ☐ 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

  • ☐ Confirm vendor has an Information Security Policy (review copy)*
  • ☐ Validate access control measures (least privilege, MFA, RBAC)*
  • ☐ Confirm data encryption (in transit and at rest)*
  • ☐ Assess network security (firewalls, IDS/IPS, patch management)*
  • ☐ Review incident response and breach notification procedures*
  • ☐ Evaluate physical security of vendor’s facilities and data centers*

Step 2 – Contractual Clauses Review
The legal team needs to review the contract and ensure these clauses are present.

  • ☐ Review Master Services Agreement (MSA) and Data Processing Agreement (DPA)
  • ☐ Ensure Confidentiality / Non-Disclosure Agreements are in place.
  • ☐ Confirm Data Protection & Privacy requirements align with SOC 2 principles.
  • ☐ Verify Right-to-Audit and compliance reporting clauses.
  • ☐ Validate Breach Notification Requirements (e.g., timeline for notification).
  • ☐ Review Data Retention & Destruction provisions.
  • ☐ Assess Liability, Indemnification, and Insurance coverage.

Step 3 – Security & Compliance Review
If the vendor outsources activities to subcontractors, discuss the requirements below with the account manager.

  • ☐ Check access control, encryption, and incident response obligations.
  • ☐ Ensure subcontractors are held to the same security requirements.
  • ☐ Confirm vendor has Business Continuity and Disaster Recovery plans.

Step 4 – Approval & Documentation
At this point, a new vendor entry needs to be added in Vanta and populated with the findings and review notes.

  • ☐ Document review findings and approval status.
  • ☐ Store signed agreements and related compliance evidence in a secure repository.
  • ☐ Ensure version control for contract updates or renewals.

Step 5 – Ongoing Monitoring
Both SOC 2 and ISO27001 require a review of vendors on an annual basis.

  • ☐ Review agreements periodically ( annually).
  • ☐ Require updated SOC 2 reports and certifications
  • ☐ Reassess clauses if business or regulatory requirements change.
  • ☐ Monitor vendor’s performance against SLAs
  • ☐ 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