Pro
SaaS Contract Review Pro
Customer- or vendor-side SaaS contract review with redlines and a negotiation plan
SaaS Contract Review Pro gives your agent a structured way to review software-as-a-service contracts from one side of the table: the customer buying a platform, or the vendor answering an enterprise customer's paper. It is built for founders, procurement and operations leads, sales ops and in-house generalists who handle SaaS deals without a lawyer on every one.
How it works
The skill assembles the whole document stack (order form, MSA or online terms, SLA, DPA, security exhibit, URL policies) and its order of precedence, then rates every clause GREEN, YELLOW or RED for your side: liability caps and carve-outs, indemnities, SLAs and service credits, suspension, auto-renewal and price increases, termination and data exit, customer data, usage data and AI training, security, confidentiality, IP, audit and governing law. Each issue gets a plain-English risk, paste-ready redline language and fallback positions, ordered by severity so the list doubles as your negotiating priorities. A small calculator works out non-renewal deadlines, the cost of renewal uplifts and the downtime an SLA percentage allows.
What you get
- A clause playbook (24 clause areas) with customer and vendor positions and draft language
- A data-protection and security checklist, including AI and usage-data terms
- A negotiation playbook with give-and-get trades and pushback scripts
- 26 common traps, report and cover-email templates, a negotiation tracker (CSV)
- Two fully worked reviews of fictional contracts, one from each side
Important: this is a review aid, not legal advice. Regulatory points are marked "verify current rules"; for anything material, have a qualified lawyer review before you sign.
Highlights
- Rates MSAs, order forms, SLAs and DPAs GREEN/YELLOW/RED for your side
- Liability caps, indemnities, SLA credits, renewals, data and AI clauses
- Paste-ready redlines with fallback ladders and an order-form override
- Renewal-deadline, price-uplift and SLA-downtime calculator script
- Two worked reviews: one customer-side, one vendor-side
Example
We're the customer. Here's Orbitline's order form plus their online MSA and SLA for our support platform, 36 months at USD 64,800 a year. What must we fix before signing?
# SaaS contract review - Orbitline Software / Marlowe & Finch > Not legal advice: a structured review to support your judgment. Your side: Customer | Data: UK/EU shopper personal data | Notice deadline: 1 Sep 2029 Recommendation: Negotiate before signing Ratings: RED 5 | YELLOW 8 | GREEN 4 - of which missing: 1 (YELLOW) 1. Liability cap of three months' fees, data loss excluded (MSA 8) - RED, must-have Risk for you: the cap is about USD 16,200, and breach-response costs would fall under the "loss of data" exclusion. Ask for: greater of 12 months' fees paid and payable and USD 100,000; 3x super-cap for data, security and confidentiality breaches; breach-response costs recoverable as direct damages. Fallbacks: (1) 2x super-cap; (2) super-cap equal to Orbitline's cyber-insurance limit. 5. Uncapped renewal price (Order Form) - RED, must-have Illustration: a 9% yearly rise costs USD 17,042.66 more over three renewals than a 5% cap.
We're a 40-person SaaS vendor. Halcyon Grocers sent their MSA: unlimited liability for us, termination for convenience with refunds, 99.99% SLA. What do we push back on?
Your side: Vendor (Pinecrest Analytics) | USD 120,000/yr, 3 years Recommendation: Escalate to counsel - unlimited liability and an all-losses indemnity are outside what you can insure. Ratings: RED 7 | YELLOW 5 | GREEN 3 - of which missing: 1 (YELLOW) 1. Unlimited liability (9) - RED, must-have Ask for: mutual cap at 12 months' fees paid and payable; 2x super-cap for Supplier's data-protection or security breaches; mutual exclusion of indirect damages. Fallbacks: (1) 3x super-cap; (2) super-cap equal to your USD 5M cyber limit for data incidents only - executive approval and insurance check. 5. 99.99% SLA with 100% credit and termination on any miss (13) - RED, important Risk for you: 99.99% allows about 4.3 minutes of downtime a month. Ask for: 99.9% monthly; credits 10% (25% below 99.5%); chronic-failure exit after three misses in twelve months.
Customer side, small HR tool: 'Vendor may use Customer Data to improve the Services, including training machine-learning models.' OK to accept?
Quick check - one clause (S15 Customer data and AI), your side: Customer Rating: RED if the tool holds employee personal data (likely for an HR tool); YELLOW if only de-identified metrics are involved. Risk for you: employee records could be used to train the vendor's models, which may conflict with your privacy notice to staff and cannot be undone once trained. Ask for: "Vendor will not use Customer Data, including inputs to and outputs of AI features, to train or improve any machine-learning model other than models used exclusively for Customer, unless Customer opts in in writing." Fallbacks: (1) an opt-out you can exercise at any time; (2) no training on personal data, de-identified telemetry allowed. Also check the definition of Usage Data and the DPA's purpose clause - they often carry the same right.
What's inside
saas-contract-review-pro/ ├── agents/ │ └── openai.yaml ├── references/ │ ├── clause-playbook.md │ ├── common-traps.md │ ├── data-protection-and-security.md │ ├── negotiation-playbook.md │ ├── worked-example-customer.md │ └── worked-example-vendor.md ├── scripts/ │ └── renewal_calc.py ├── templates/ │ ├── 01-review-report.md │ ├── 02-redline-cover-email.md │ └── 03-negotiation-tracker.csv ├── LICENSE.txt ├── README.md └── SKILL.md
Install by unzipping into your agent's skills folder. Install guide →