SaaS Agreement Checklist: What to Check Before Subscribing

Critical Items to Review in a SaaS Agreement

SaaS agreements are often presented as non-negotiable click-through terms, but understanding what you are agreeing to is essential — especially for business-critical software.

Service Level Agreement (SLA)

• Is there a guaranteed uptime percentage (e.g., 99.9%)?
• How is downtime measured and who monitors it?
• What are the remedies for SLA failures (service credits, termination rights)?
• Are scheduled maintenance windows excluded from uptime calculations?

Data Ownership and Portability

• Does the agreement confirm you own your data?
• Can you export your data in a standard format at any time?
• What happens to your data after termination — how long is it retained?
• Does the provider use your data for any purpose beyond providing the service (analytics, training, marketing)?

Security and Compliance

• Does the provider describe their security practices (encryption, access controls)?
• Are they SOC 2, ISO 27001, or otherwise certified?
• Is there a data processing agreement (DPA) for GDPR or CCPA compliance?
• What is the breach notification timeline?
• Where is data stored geographically?

Pricing and Auto-Renewal

• Is pricing clearly defined, including any usage-based components?
• Does the contract auto-renew, and what is the cancellation window?
• Can the provider increase prices, and with how much notice?
• Are there overage charges, and how are they calculated?

Termination and Exit

• Can you terminate for convenience, and with what notice?
• Is there a termination-for-cause right if the provider breaches?
• What is the data return or deletion process after termination?
• Are there early termination fees?

Liability and Warranties

• Is there a warranty disclaimer (common in SaaS — "AS IS")?
• Is the provider's liability capped, and at what level?
• Are consequential damages excluded?
• Is there indemnification for IP infringement claims?

When to Consult a Lawyer

For enterprise SaaS agreements or software handling sensitive data, consider having an attorney review the terms — particularly data ownership, security obligations, and liability caps.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.