How to review a SaaS agreement in Word: a checklist for customers and vendors

A SaaS agreement is usually a master subscription agreement plus an order form, a service level agreement, a data processing agreement and links to online policies the vendor can change. Most of the risk sits in how those pieces fit together. This checklist works whether you act for the customer or the vendor. LexDraft has a built-in SaaS MSA playbook, so you can run the same checks on every contract in Word.

1. The documents and order of precedence

• List every document that forms the contract: MSA, order forms, SLA, DPA, acceptable use policy, support policy.
• Check which wins in a conflict. Customers usually want the signed MSA and order form to beat any online terms.
• Watch for clauses that let the vendor change linked policies at any time. Ask for notice and a right to terminate if a change is materially adverse.

2. Subscription scope

• Who may use the service: named users, affiliates, contractors.
• Usage limits, overage pricing and what happens if you exceed a limit.
• Restrictions on benchmarking, reverse engineering and competitive use.

3. Service levels and support

• The uptime commitment, how it is measured and what is excluded (scheduled maintenance, force majeure, customer causes).
• Service credits: how they are claimed, whether they are the sole remedy, and a termination right for repeated failures.
• Support response times by severity.

4. Data, security and privacy

• Who owns customer data, and what the vendor may do with it, including aggregated or de-identified data and use for training AI models.
• Security commitments: a written security program, audit reports such as SOC 2, breach notice timing.
• A DPA where personal data is processed. California's CCPA regulations list specific terms a service provider contract must contain (Cal. Code Regs. tit. 11, section 7051). See our DPA review guide.
• Data return and deletion at the end of the term, in a usable format.

5. Liability and indemnity

• The cap: often fees paid in the previous 12 months. Check whether it applies per claim or in total.
• Carve-outs from the cap: confidentiality breach, data breach, indemnities, gross negligence or wilful misconduct. Some contracts use a higher "super cap" for data breaches instead of an uncapped exposure.
• The exclusion of consequential damages, and whether lost data or breach costs are treated as excluded.
• IP infringement indemnity from the vendor, its exclusions, and the vendor's options to modify, replace or refund.

6. Term, renewal and exit

• Auto-renewal and the notice window to cancel. New York General Obligations Law 5-903 makes some automatic renewal clauses in service contracts unenforceable unless the provider sends a written reminder 15 to 30 days before the cancellation deadline. California's automatic renewal law (Bus. & Prof. Code 17600 and following) is aimed at consumer contracts.
• Price increases on renewal: a cap or a fixed uplift.
• Termination for convenience, termination for breach and the cure period.
• Transition help and data export after termination.

7. Governing law and disputes

• Governing law and venue. Delaware (6 Del. C. 2708) and New York (General Obligations Law 5-1401) let parties choose their law for larger contracts even without another connection to the state, subject to dollar thresholds.
• Arbitration or courts, and whether injunctive relief is preserved.

A workflow in Word with LexDraft

1. Open the agreement in Word and open LexDraft in the side panel.
2. Pick the SaaS MSA playbook and the governing-law state, then run the review. Findings come back graded Critical, High, Medium or Low, with missing standard terms flagged.
3. Run the defined-term and cross-reference quick checks. They are rule-based and finish almost instantly.
4. Accept the word-level redlines you agree with as native Word tracked changes, reject the rest and add your own.
5. Read the liability, indemnity and data sections together before you send the turn.

What LexDraft does not do

LexDraft does not read the vendor's linked online policies unless you paste them into the document, does not check a vendor's security posture and does not give legal advice. AI review can miss issues or be wrong, so read the marked-up document yourself before it goes out.

Plans

Start on the Free plan: 5,000 generated words a month, no time limit and no credit card. Professional is $99 a month or $990 a year for 100,000 words a month. Business is $199 a month or $1,990 a year with unlimited words. LexDraft runs in Word 365 (Windows and Mac), Word 2021 and Word on the web, and it does not use customer documents to train models.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.