Enterprise SaaS | Leela Works

Enterprise SaaS

Negotiating customer paper for a SaaS vendor.

The customer sends their MSA, their DPA and a security schedule, and procurement sends a redline of your own form a week later. The same issues come up on every deal: the liability cap, the IP position on improvements, security and breach notice, renewal and price protection. Leela reviews each draft to your playbook, returns the issues list and the redline the same day, and keeps the list through every round, so what was conceded on the cap in round one does not come back as a question in round three.

Leela Received. I am reviewing both documents against the Meridian playbook. 9:41 AM

Reviewed against the playbook: 16 issues, 5 with no fallback

Dear Daniel

There are 16 issues across the two documents, of which 5 concern playbook positions with no fallback.

Liability is uncapped in Northfield's draft. I have capped it at 12 months of fees, with 18 months available as a fallback if they press. The IP clause at 9.2 assigns improvements to the platform to Northfield, which is a walk-away position, so I have replaced it with the licence-back language and explained why in the margin. The security schedule requires breach notice within 24 hours; I have revised it to 72 and noted that 48 is the fallback. The most favoured customer clause at 4.5 is deleted. Renewal is annual with a 3 percent cap on price increases in their draft; the playbook permits 5, and I have left 3 as an open issue for you rather than redline it, since it is a commercial point.

You can agree on the call: the 18-month cap, 48-hour notice and the 5 percent renewal cap. You cannot agree the IP assignment or the MFN clause without Asha. Both are recorded as open.

Leela

W Northfield MSA - issues list.docx72 KBW Northfield MSA - redline.docx248 KBW Northfield DPA - redline.docx99 KB

Liability and the cap

Uncapped in their draft on every deal. The playbook standard, the fallback and the walk-away are applied the same way each time, and the concession made in one round is recorded so it is not re-opened in the next.

IP on improvements

Assignment of improvements to the platform is the clause that cannot move. She replaces it with your licence-back language and tells sales, before the call, that this one is not theirs to trade.

Renewal and price protection

The renewal cap, the MFN clause and the procurement redline of your own form. Each checked against the master and against what was agreed last time with the same customer.

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