SaaS Vendor Agreement Review

Comprehensive review for software subscription agreements

10 checks~3 min review

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What This Playbook Checks

Review this SaaS agreement focusing on terms that could impact business operations, costs, and data security. Pay special attention to auto-renewal terms, liability caps, and data ownership rights.

High Priority

1. Auto-Renewal Terms

Check for automatic renewal clauses and notice periods

What's normal: 30-60 day notice period is typical

If flagged: Ask for a 30-day notice period and clear cancellation process

2. Liability Limitations

Review caps on vendor's liability for damages

What's normal: 12-24 months of fees paid is standard

If flagged: Negotiate for liability cap of at least 12 months of fees paid

3. Data Ownership & Portability

Ensure you retain ownership and can export your data

What's normal: Customer retains full ownership with export capabilities

If flagged: Ensure clear statement that you own all your data with export rights

Medium Priority

1. Termination Rights

Review conditions for contract termination

What's normal: Either party can terminate with 30 days notice

If flagged: Ensure you can terminate for convenience with reasonable notice

2. Price Increase Protections

Check for limits on price increases

What's normal: 5-10% annual increase cap is reasonable

If flagged: Request cap on annual price increases (e.g., 10% or CPI)

3. Service Level Agreement (SLA)

Review uptime guarantees and remedies

What's normal: 99.5% - 99.9% uptime guarantee

If flagged: Request at least 99.5% uptime with service credits for failures

4. Indemnification

Check if indemnification is mutual

What's normal: Mutual indemnification for both parties

If flagged: Ensure mutual indemnification or limit your exposure

5. AI/ML Training Rights

Check if your data can be used for AI training

What's normal: Opt-in or explicit consent required

If flagged: Require opt-in consent for any AI/ML use of your data

Low Priority

1. Governing Law & Jurisdiction

Review which laws govern and where disputes are resolved

What's normal: Vendor's home state is common but negotiable

If flagged: Try to negotiate for your home state or neutral location

2. Security & Compliance

Review security standards and compliance certifications

What's normal: SOC 2 Type II or ISO 27001 for B2B SaaS

If flagged: Confirm appropriate compliance for your industry

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