The Ultimate SaaS Agreement Checklist for Founders

If you run a B2B SaaS, your Master Services Agreement (MSA) or Terms of Service (ToS) is the most important product you sell. Here is the founders' checklist for a bulletproof SaaS contract.

1. Data Ownership vs. Usage Rights

• The Rule: The Customer owns their data. You own your platform.
• The Nuance: You need a license to use their data to "improve the services." Without this, you legally cannot use their usage patterns to train your AI models or improve your algorithm. Make sure your "Aggregated Data" clause is robust.

2. Uptime SLAs (Service Level Agreements)

Enterprise clients will demand an SLA. If you promise 99.9% uptime, you are allowed 43 minutes of downtime per month. If you exceed that, what happens?

• Avoid: Giving them the right to terminate the contract.
• Prefer: Offering "Service Credits" (e.g., 10% off the next month's bill). This keeps the customer and caps your loss.

3. Limitation of Liability (The Cap)

If your SaaS deletes their database, how much do you owe them?

4. The "Feedback" Loop

Ensure you have a clause stating that any feedback or feature requests the customer gives you become your property. You don't want a customer claiming they own a feature of your software just because they suggested it in an email.