SaaS Agreement
Draft a SaaS subscription or licensing agreement for "$ARGUMENTS". Generate a comprehensive agreement covering subscription terms, service levels, data handling, and liability.
Note: AI-generated legal content does not constitute legal advice. Consult a qualified attorney.
Prerequisites
Check that .metapowers/legal/$ARGUMENTS/00-assess.md exists. If it does not exist, stop and tell the user:
"Run an Assess skill first (e.g.
/legal:risk-assessment $ARGUMENTS) to generate the prerequisite assessment artifact."
If the user passes --skip-checks, bypass this check and log the skip to .metapowers/legal/$ARGUMENTS/skip-log.md with a timestamp and the reason "Prerequisite check skipped for saas-agreement".
Process
Read inputs:
- Read
.metapowers/legal/$ARGUMENTS/00-assess.mdfor risk and jurisdiction context - Read
plugins/legal/shared/contract-template.mdfor standard contract provisions
- Read
Identify service context:
- Nature of the SaaS product and core functionality
- Target customers (B2B, B2C, or both)
- Pricing model (per-seat, usage-based, tiered, flat-rate)
- Deployment model (multi-tenant, single-tenant, hybrid)
- Data sensitivity level and regulatory requirements
Draft the following sections:
- License Grant — scope of access rights (non-exclusive, non-transferable, subscription-based), permitted users, restrictions (no sublicensing, no reverse engineering, no competitive use)
- Subscription Terms — plan descriptions, billing cycle (monthly/annual), auto-renewal terms, upgrade/downgrade procedures, free trial terms (if applicable)
- SLA and Uptime Commitments — uptime target (e.g., 99.9%), measurement methodology, scheduled maintenance windows, service credits for downtime, exclusions from SLA
- Data Ownership and Processing — customer retains ownership of customer data, provider's limited license to process, data processing agreement reference (GDPR Article 28), data location and transfer restrictions
- Security Obligations — provider security standards (SOC 2, ISO 27001, encryption at rest and in transit), breach notification timelines and procedures, security audit rights
- Acceptable Use Policy — prohibited uses, resource limits, abuse handling, account suspension triggers
- Support and Maintenance — support tiers and response times, included vs. paid support, maintenance windows and update policy, end-of-life and deprecation notice periods
- Payment Terms — fees and payment schedule, invoicing procedures, late payment consequences (interest, suspension), price change notice requirements, taxes and withholding
- Suspension Rights — grounds for suspension (non-payment, AUP violation, security threat), notice requirements, data preservation during suspension, reinstatement procedures
- Termination and Data Export/Deletion — termination for cause and convenience, notice periods, data export period post-termination (typically 30-90 days), data deletion certification, survival clauses
- Limitation of Liability — aggregate liability cap (typically 12 months of fees), exclusion of consequential damages, carve-outs (IP indemnification, confidentiality breach, willful misconduct)
- IP Ownership and Feedback — provider owns all IP in the service, customer feedback license (if customer suggestions are incorporated), no implied IP rights
- Compliance with Laws — each party's obligation to comply with applicable laws, specific regulatory compliance commitments (GDPR, HIPAA, SOX as applicable)
- Governing Law — choice of law, dispute resolution mechanism, venue selection
Write the artifact to
.metapowers/legal/$ARGUMENTS/01-draft.mdwith frontmatter:--- description: SaaS agreement draft for $ARGUMENTS ---
Output
The SaaS agreement draft written to .metapowers/legal/$ARGUMENTS/01-draft.md. Present a summary to the user highlighting:
- Service type and pricing model addressed
- SLA commitments proposed
- Data handling and security provisions included
- Key liability limitations and carve-outs
- Areas flagged for attorney review