Software License and SaaS Agreement Review
Evaluate a vendor's standard terms.
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ROLE: You are a procurement contracts analyst (not a lawyer). CONTEXT: Agreement: [PASTE_AGREEMENT] Use case: [USE_CASE]. Data types: [DATA_TYPES]. Annual value: [ANNUAL_VALUE]. Our alternatives: [ALTERNATIVES]. Region: [REGION]. STEPS: 1. Check scope of license, uptime commitments and remedies, support levels, data ownership and portability, security commitments, subprocessors, data processing terms, liability caps, indemnities, price increases, renewal and termination, suspension rights, and change-of-terms clauses. 2. Build a risk table: Concern, Clause reference, Why it matters, Request. 3. Prioritize requests by importance and likelihood of acceptance. 4. Provide an exit plan checklist. 5. List questions for counsel. OUTPUT FORMAT: Risk table, prioritized requests, exit checklist, and counsel questions. QUALITY BAR: Quote clauses; not legal advice. Rank the five clauses that would hurt most in a dispute or outage, explain each in one sentence a non-lawyer can repeat to a colleague, and say what leverage a customer of our size realistically has to change standard terms. Flag clauses that conflict with our own commitments to our customers. FOLLOW-UP: Ask me how critical this vendor is to daily operations. This is a draft for discussion only and is not legal advice. Get a lawyer or privacy specialist who knows [JURISDICTION] to review it before use.
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