SaaS Agreement Template
Also searched as: Software Subscription Agreement · SaaS Terms Template · Software License Agreement
A SaaS agreement governs the relationship between a software provider and a customer accessing it as a service — uptime commitments, data ownership, liability, and what happens to a customer’s data when the subscription ends. It differs meaningfully from a traditional software licence.
A downloadable template is written for a hypothetical deal, and usually protects whoever wrote it. The clause structure below is genuinely universal — but the terms that matter (what’s excluded, who owns what, what the cap is) depend entirely on your situation. This page gives you the structure and the decisions; the guided draft turns your answers into a document built for your deal.
What a saas agreement must contain
These are the sections our lawyers review on every saas agreement. A document missing any of them has a gap worth closing before signature.
SaaS agreements vary widely — from a single-seat subscription to an enterprise platform contract with custom SLAs. This guide reflects the clause structure our lawyers review on every SaaS agreement; the specific terms for your product are settled during drafting, not fixed in advance.
Decisions you need to make first
- 1What uptime is actually guaranteed, and what happens if it’s missed?
A percentage without a defined measurement window and remedy is a marketing claim, not an enforceable commitment.
- 2Who owns the customer’s data, and can they get it back on exit?
Data ownership and a defined export/return process on termination should be explicit — silence here is a lock-in risk for the customer.
- 3Are sub-processors disclosed and controllable?
If the vendor can add sub-processors without notice, the customer has effectively delegated its own data-protection obligations without visibility.
- 4Can pricing or terms change with a subscription auto-renewal?
Silent auto-renewal at a changed price is a common source of disputes and, in some jurisdictions, subject to specific notice requirements.
- 5What is the liability cap relative to fees paid?
Capped at 12 months’ fees is common, but whether that’s reasonable depends on what the software actually does and what a failure would cost the customer.
Mistakes we see most often
- Uptime commitment with no defined measurement period or remedy
- No data export or return process specified for termination
- Sub-processor changes permitted with no notice to the customer
- Liability cap that doesn’t reflect the software’s actual role in the customer’s business
- Auto-renewal with a price change and no advance notice window
Clauses worth understanding first
Build it around your deal, not someone else’s.
Answer a short set of questions and get a document written for your terms — then have a lawyer review it before you sign.
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Other contract guides
This guide is general information about contract structure, not legal advice. What your agreement should say depends on your specific circumstances and the law that governs it.
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