When to use
Use this for a SaaS subscription agreement, MSA, or cloud terms of service where your company is the customer taking on a recurring commitment. It covers the money terms, the risk allocation, and the exit.
Not for: an NDA (use coml-nda-review), a one-off services or vendor deal with no software (coml-vendor-agreement-review), or an order form/quote riding on top of an existing MSA (coml-review-proposals).
Method
- Confirm structure: is this a standalone agreement or an order form incorporating an MSA by reference? Pull in every document referenced.
- Score the money terms — fees, price-increase caps, auto-renewal, and termination — against the SaaS/MSA table.
- Score the risk terms — liability cap, cap carve-outs, indemnity, data ownership, security, and SLA. Escalation gate: uncapped or one-sided liability, indemnity you would owe for the vendor's product, or any data/privacy obligation goes to counsel before you agree.
- Check the exit: can you terminate, and do you get your data out on the way out?
- Draft redlines for each fallback/walk-away term, then set the verdict.
Example
SaaS MSA, $80K/yr. Liability capped at 3 months' fees (walk-away — too low), data-breach liability uncapped against you only (walk-away), evergreen auto-renew with 90-day notice and uncapped uplift (walk-away), customer owns data (standard). Verdict: negotiate hard. Redlines: cap at 12 months' fees with IP/confidentiality/breach carved out mutually; convert auto-renew to opt-in with 60-day notice and a 5% uplift cap. Liability and indemnity escalated to counsel.
Pitfalls
- Reviewing the order form but not the MSA it incorporates — the traps live in the referenced terms.
- Accepting a liability cap of a few months' fees while your breach exposure is uncapped.
- Missing an evergreen auto-renewal that locks you in with a long notice window.
- No data-export right, so leaving the vendor means abandoning your data.
Output format
SAAS/MSA REVIEW — <vendor> | value: <$/yr> | term
Docs reviewed: <agreement + incorporated order forms>
Verdict: SIGN | NEGOTIATE | REJECT
Money terms: <fees / price cap / auto-renew / termination> — <standard|fallback|walk-away>
Risk terms: <liability / carve-outs / indemnity / data / security / SLA>
Redlines: <clause → proposed language>
Escalated to counsel: <items>
Renewal: notice window <days>, deadline <date>
Reference
Attorney-escalation gate — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.
NDA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Term |
2-3 yr (trade secrets survive longer) |
up to 5 yr |
perpetual on ordinary CI |
| Mutuality |
mutual |
one-way when we only disclose |
one-way binding us as recipient |
| CI definition |
marked or reasonably identifiable |
all disclosed |
"anything discussed", no carve-outs |
| Carve-outs |
public / independently developed / rightfully received / compelled |
narrowed set |
none |
| Residuals |
none |
narrow, memory-only |
broad reuse license |
| Remedies / law |
mutual injunctive, our or neutral law |
neutral law, no bond |
one-sided + liquidated damages |
SaaS / MSA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Liability cap |
12 mo fees |
24 mo fees |
uncapped for us / their cap ≤3 mo |
| Cap carve-outs |
IP, confidentiality, data breach |
+ willful misconduct |
breach uncapped against us only |
| Indemnity |
mutual IP; vendor covers data breach |
mutual |
we indemnify their product |
| Data |
customer owns; export on exit |
customer owns |
vendor licenses or resells data |
| Security / SLA |
SOC 2 + 99.9% + credits |
99.5% |
no SLA, no security terms |
| Auto-renew |
opt-in, 30-day notice |
60-day notice |
evergreen, 90-day, uncapped uplift |
| Price increase |
CPI or ≤5% |
≤7% |
uncapped at renewal |
Vendor / services clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Payment |
net-30 / net-45 |
net-15 |
full prepay, no milestones |
| IP in deliverables |
work-for-hire to us |
perpetual license to us |
vendor retains |
| Insurance |
≥$1M GL + cyber |
$500K |
none |
| Termination |
for cause + convenience, 30-day |
for cause only |
locked full term, no exit |
| Audit / compliance |
annual audit right |
on cause |
none |
Renewal-notice tracking
| Field |
Capture |
| Effective / expiry date |
contract dates |
| Notice window |
e.g. 60 days pre-expiry |
| Notice deadline |
expiry − window (put on the calendar) |
| Auto-renew |
yes/no + renewal term |
| Reminders |
90 / 60 / 30-day pings to the owner |
1---2name: coml-saas-msa-review3description: Review a SaaS agreement or master services agreement against the playbook — liability, indemnity, data, security, SLA, renewal, and termination — and return a redline-ready verdict.4---56## When to use78Use this for a SaaS subscription agreement, MSA, or cloud terms of service where your company is the customer taking on a recurring commitment. It covers the money terms, the risk allocation, and the exit.910**Not for:** an NDA (use coml-nda-review), a one-off services or vendor deal with no software (coml-vendor-agreement-review), or an order form/quote riding on top of an existing MSA (coml-review-proposals).1112## Method13141. Confirm structure: is this a standalone agreement or an order form incorporating an MSA by reference? Pull in every document referenced.152. Score the money terms — fees, price-increase caps, auto-renewal, and termination — against the SaaS/MSA table.163. Score the risk terms — liability cap, cap carve-outs, indemnity, data ownership, security, and SLA. **Escalation gate:** uncapped or one-sided liability, indemnity you would owe for the vendor's product, or any data/privacy obligation goes to counsel before you agree.174. Check the exit: can you terminate, and do you get your data out on the way out?185. Draft redlines for each fallback/walk-away term, then set the verdict.1920## Example2122SaaS MSA, $80K/yr. Liability capped at 3 months' fees (walk-away — too low), data-breach liability uncapped against you only (walk-away), evergreen auto-renew with 90-day notice and uncapped uplift (walk-away), customer owns data (standard). Verdict: negotiate hard. Redlines: cap at 12 months' fees with IP/confidentiality/breach carved out mutually; convert auto-renew to opt-in with 60-day notice and a 5% uplift cap. Liability and indemnity escalated to counsel.2324## Pitfalls2526- Reviewing the order form but not the MSA it incorporates — the traps live in the referenced terms.27- Accepting a liability cap of a few months' fees while your breach exposure is uncapped.28- Missing an evergreen auto-renewal that locks you in with a long notice window.29- No data-export right, so leaving the vendor means abandoning your data.3031## Output format3233```34SAAS/MSA REVIEW — <vendor> | value: <$/yr> | term35Docs reviewed: <agreement + incorporated order forms>36Verdict: SIGN | NEGOTIATE | REJECT37Money terms: <fees / price cap / auto-renew / termination> — <standard|fallback|walk-away>38Risk terms: <liability / carve-outs / indemnity / data / security / SLA>39Redlines: <clause → proposed language>40Escalated to counsel: <items>41Renewal: notice window <days>, deadline <date>42```4344## Reference4546**Attorney-escalation gate** — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.4748### NDA clauses49| Clause | Standard | Fallback | Walk-away |50|---|---|---|---|51| Term | 2-3 yr (trade secrets survive longer) | up to 5 yr | perpetual on ordinary CI |52| Mutuality | mutual | one-way when we only disclose | one-way binding us as recipient |53| CI definition | marked or reasonably identifiable | all disclosed | "anything discussed", no carve-outs |54| Carve-outs | public / independently developed / rightfully received / compelled | narrowed set | none |55| Residuals | none | narrow, memory-only | broad reuse license |56| Remedies / law | mutual injunctive, our or neutral law | neutral law, no bond | one-sided + liquidated damages |5758### SaaS / MSA clauses59| Clause | Standard | Fallback | Walk-away |60|---|---|---|---|61| Liability cap | 12 mo fees | 24 mo fees | uncapped for us / their cap ≤3 mo |62| Cap carve-outs | IP, confidentiality, data breach | + willful misconduct | breach uncapped against us only |63| Indemnity | mutual IP; vendor covers data breach | mutual | we indemnify their product |64| Data | customer owns; export on exit | customer owns | vendor licenses or resells data |65| Security / SLA | SOC 2 + 99.9% + credits | 99.5% | no SLA, no security terms |66| Auto-renew | opt-in, 30-day notice | 60-day notice | evergreen, 90-day, uncapped uplift |67| Price increase | CPI or ≤5% | ≤7% | uncapped at renewal |6869### Vendor / services clauses70| Clause | Standard | Fallback | Walk-away |71|---|---|---|---|72| Payment | net-30 / net-45 | net-15 | full prepay, no milestones |73| IP in deliverables | work-for-hire to us | perpetual license to us | vendor retains |74| Insurance | ≥$1M GL + cyber | $500K | none |75| Termination | for cause + convenience, 30-day | for cause only | locked full term, no exit |76| Audit / compliance | annual audit right | on cause | none |7778### Renewal-notice tracking79| Field | Capture |80|---|---|81| Effective / expiry date | contract dates |82| Notice window | e.g. 60 days pre-expiry |83| Notice deadline | expiry − window (put on the calendar) |84| Auto-renew | yes/no + renewal term |85| Reminders | 90 / 60 / 30-day pings to the owner |
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