/saas-msa-review

name: saas-msa-review
description: >
  Reference: review of SaaS subscription agreements with attention to the terms
  that matter most in subscription deals — auto-renewal mechanics, price escalation,
  data portability, uptime SLAs, and subprocessor rights. Loaded by
  /commercial-legal:review when a SaaS or subscription agreement is detected.
user-invocable: false

SaaS / Subscription Agreement Review

Matter context

**Matter context.** Check `## Matter workspaces` in the practice-level CLAUDE.md. If `Enabled` is `✗` (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run `/commercial-legal:matter-workspace switch <slug>` or say `practice-level`." Load the active matter's `matter.md` for matter-specific context and overrides. Write outputs to the matter folder at `~/.claude/plugins/config/claude-for-legal/commercial-legal/matters/<matter-slug>/`. Never read another matter's files unless `Cross-matter context` is `on`.

---

Purpose

SaaS agreements have a distinct risk profile from one-time vendor contracts. The dollars compound over renewals, the data accumulates, and the switching cost grows every month. This skill reviews with that in mind.

It runs the standard playbook check from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` and adds a SaaS-specific overlay on the terms that bite hardest in subscription deals.

Jurisdiction assumption

SaaS terms (auto-renewal notice requirements, price-escalation caps, data-portability mandates, subprocessor rules) are jurisdiction-sensitive — California, New York, and EU rules diverge materially, and some states have auto-renewal statutes that override private contract terms. This review applies the team's positions from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, which assume the governing law recorded there. If the agreement picks a different governing law, or the deal spans jurisdictions with statutory overrides (e.g., EU-based users, California consumers), flag it — the analysis may not transfer as written.

> **No silent supplement.** If a research query to the configured legal research tool (Westlaw, or firm platform) returns few or no results for a statutory override that might bear on the deal (auto-renewal statute, data-portability mandate, consumer-protection rule), report what was found and stop. Do NOT fill the gap from web search or model knowledge without asking. Say: "The search returned [N] results from [tool]. Coverage appears thin for [jurisdiction / rule]. Options: (1) broaden the search query, (2) try a different research tool, (3) search the web — results will be tagged `[web search — verify]` and should be checked against a primary source before relying, or (4) flag as unverified and stop. Which would you like?" A lawyer decides whether to accept lower-confidence sources. > > **Source attribution.** Where the review cites a statute, regulation, or case (e.g., a state auto-renewal law overriding contract terms), tag the citation: `[Westlaw]`, `[statute / regulator site]`, or the MCP tool name for citations retrieved from a legal research connector; `[web search — verify]` for web-search citations; `[model knowledge — verify]` for citations recalled from training data; `[user provided]` for citations from the counterparty draft or house files. Citations tagged `verify` carry higher fabrication risk and should be checked first. Never strip or collapse the tags.

Load the playbook

**Which side?** Before applying the playbook, determine which side the company is on for this SaaS agreement. Usually obvious: if the counterparty is a SaaS vendor selling you their platform, you're purchasing-side. If you are the SaaS vendor and the counterparty is your customer, you're sales-side. If it's not obvious (a reseller arrangement, a white-label deal), ask: "Which side is [company] on for this agreement — vendor or customer?" Read the matching playbook section (`### Sales-side playbook` or `### Purchasing-side playbook`) from the config. Note which side in the output so the reviewer knows which playbook was applied. If the matching side is `[Not configured]`, stop and tell the user to run `/commercial-legal:cold-start-interview --side <side>` before this review can proceed.

Read `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` first. The general playbook for the matching side (liability, indemnity, termination, governing law) applies fully — run all the standard checks from the vendor-agreement-review skill.

Then look for a `## Playbook` → matching side → `SaaS positions` section. That's where the team records its positions on auto-renewal notice windows, acceptable price escalators, data export rights, SLA thresholds, subprocessor approval rights, and deprecation notice. This skill does not ship with defaults for these — the right numbers vary by deal size, vendor leverage, and the team's risk tolerance.

If `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` doesn't address a SaaS-specific term that comes up in this review, ask:

> Your playbook doesn't cover [term — e.g., "maximum acceptable auto-renewal notice window" or "whether vendor retention of anonymized derivatives is acceptable"]. What's your team's position? I'll add it to `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`.

Record the answer and proceed.

SaaS-specific overlay

For each category below, list what you found in the contract and compare to the team's position in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. Do not apply hardcoded thresholds from this skill.

1. Auto-renewal mechanics

The single most common way a SaaS deal goes wrong: nobody notices the renewal notice window and we're locked in for another year at a higher price.

C