CaseMark Subscription Agreement
Draft a negotiated subscription agreement for B2B service or SaaS relationships between a provider and subscriber.
Quick Start
- Collect deal terms from the user using the Deal Summary table below.
- Draft the agreement following the Agreement Outline.
- Verify each section against the Clause Checklist.
- Run Consistency Checks before delivering.
Prerequisites
Gather before drafting:
- Parties: legal names, entity types, jurisdictions, addresses, signatories
- Services: description, access method, deliverables, SLAs, support tiers, usage limits
- Commercial: fees, billing cadence, payment methods, taxes, discounts, price-change policy
- Term: effective date, initial term, renewal mechanics, termination rights
- Data/Security: data types, DPA needs, security standards, sub-processors, retention
- Risk: warranty scope, liability cap, indemnities, IP ownership, governing law/venue
Deal Summary
Fill this table first to confirm scope with the user:
| Item | Value |
|---|---|
| Provider legal name | |
| Subscriber legal name | |
| Effective date | |
| Services/Products | |
| SLA/Support | |
| Fees and billing | |
| Initial term | |
| Renewal mechanics | |
| Termination rights | |
| Data types | |
| Security standards | |
| IP ownership | |
| Liability cap | |
| Indemnities | |
| Governing law/venue |
Agreement Outline
- Parties and Recitals
- Definitions
- Subscription Services and Scope
- Subscriber Responsibilities and Acceptable Use
- Term, Renewal, and Termination
- Fees, Billing, Taxes, and Payment
- Intellectual Property and License
- Data Rights, Privacy, and Security
- Confidentiality
- Warranties and Disclaimers
- Limitation of Liability
- Indemnification
- Compliance and Export/Sanctions
- Notices
- Assignment, Changes, Force Majeure, Severability, Entire Agreement
- Signature Blocks and Execution
Clause Checklist
Verify each section includes:
- Parties/Recitals: entity type, jurisdiction, principal address, agreement purpose
- Scope: services description, limitations, uptime/SLAs, support hours, change management
- Term/Renewal: initial term, auto-renewal notice window, non-renewal method, termination effects
- Fees: amounts, billing cycle, due date, late fees, tax allocation, fee-change mechanism
- IP: provider IP retained; license scope to subscriber; subscriber data ownership
- Data/Privacy: data types, security measures, breach notice timing, retention/deletion, sub-processors
- Warranties: authority/compliance warranty; service warranty (if any); disclaimer of implied warranties
- Liability: cap amount and basis; excluded damages; carve-outs (IP, confidentiality, gross negligence)
- Indemnity: provider covers third-party IP claims; subscriber covers misuse/data issues; procedure and control
- Boilerplate: assignment, amendment, waiver, force majeure, severability, entire agreement, counterparts
Consistency Checks
Run before delivering:
- Defined terms used consistently and capitalized throughout
- Fee calculations align with invoicing and payment terms
- Termination section aligns with data retention and access shutoff
- Liability cap aligns with indemnity carve-outs and warranty scope
- Governing law and venue align with notice and dispute sections
Common Pitfalls
- Scope ambiguity: always tie services to a schedule, order form, or SLA attachment
- Implied IP rights: specify license scope, restrictions, and derivative ownership explicitly
- Data term mismatch: align data provisions with actual processing activities; add a DPA if personal data is processed
- Auto-renewal compliance: if consumer-facing, add consumer protections and statutory renewal notices
- Missing cure periods: include clear notice mechanics and cure periods for termination for cause
- E-signature gaps: if electronic signatures are used, ensure compliance with applicable e-signature laws