saas-agreement

SaaS Agreement

Draft a SaaS subscription or licensing agreement for "$ARGUMENTS". Generate a comprehensive agreement covering subscription terms, service levels, data handling, and liability.

Note: AI-generated legal content does not constitute legal advice. Consult a qualified attorney.

Arguments. $ARGUMENTS may contain the project name and optional flags. Take the first token as <project> and treat --skip-checks as a flag; never include flags in file paths. All paths below use <project>. If --skip-checks is present, skip the prerequisite check and, before writing any artifact, append one line to .metapowers/legal/<project>/skip-log.md: - <ISO timestamp> — <skill name> skipped prerequisite check for <artifact file> — reason: <reason or "none given">.

Prerequisites

Check that .metapowers/legal/<project>/00-assess.md exists. If it does not exist, stop and tell the user:

"Run an Assess skill first (e.g. /legal:risk-assessment <project>) to generate the prerequisite assessment artifact."

Process

1. Read inputs:

   • Read .metapowers/legal/<project>/00-assess.md for risk and jurisdiction context
   • Read ${CLAUDE_PLUGIN_ROOT}/shared/contract-template.md for standard contract provisions

2. Identify service context:

   • Nature of the SaaS product and core functionality
   • Target customers (B2B, B2C, or both)
   • Pricing model (per-seat, usage-based, tiered, flat-rate)
   • Deployment model (multi-tenant, single-tenant, hybrid)
   • Data sensitivity level and regulatory requirements

3. Draft the following sections:

   • License Grant — scope of access rights (non-exclusive, non-transferable, subscription-based), permitted users, restrictions (no sublicensing, no reverse engineering, no competitive use)
   • Subscription Terms — plan descriptions, billing cycle (monthly/annual), auto-renewal terms, upgrade/downgrade procedures, free trial terms (if applicable)
   • SLA and Uptime Commitments — uptime target (e.g., 99.9%), measurement methodology, scheduled maintenance windows, service credits for downtime, exclusions from SLA
   • Data Ownership and Processing — customer retains ownership of customer data, provider's limited license to process, data processing agreement reference (GDPR Article 28), data location and transfer restrictions
   • Security Obligations — provider security standards (SOC 2, ISO 27001, encryption at rest and in transit), breach notification timelines and procedures, security audit rights
   • Acceptable Use Policy — prohibited uses, resource limits, abuse handling, account suspension triggers
   • Support and Maintenance — support tiers and response times, included vs. paid support, maintenance windows and update policy, end-of-life and deprecation notice periods
   • Payment Terms — fees and payment schedule, invoicing procedures, late payment consequences (interest, suspension), price change notice requirements, taxes and withholding
   • Suspension Rights — grounds for suspension (non-payment, AUP violation, security threat), notice requirements, data preservation during suspension, reinstatement procedures
   • Termination and Data Export/Deletion — termination for cause and convenience, notice periods, data export period post-termination (typically 30-90 days), data deletion certification, survival clauses
   • Limitation of Liability — aggregate liability cap (typically 12 months of fees), exclusion of consequential damages, carve-outs (IP indemnification, confidentiality breach, willful misconduct)
   • IP Ownership and Feedback — provider owns all IP in the service, customer feedback license (if customer suggestions are incorporated), no implied IP rights
   • Compliance with Laws — each party's obligation to comply with applicable laws, specific regulatory compliance commitments (GDPR, HIPAA, SOX as applicable)
   • Governing Law — choice of law, dispute resolution mechanism, venue selection