Subscription Agreement

Draft a negotiated subscription agreement for B2B service or SaaS relationships between a provider and subscriber.

Quick Start

Collect deal terms from the user using the Deal Summary table below.
Draft the agreement following the Agreement Outline.
Verify each section against the Clause Checklist.
Run Consistency Checks before delivering.

Prerequisites

Gather before drafting:

Parties: legal names, entity types, jurisdictions, addresses, signatories
Services: description, access method, deliverables, SLAs, support tiers, usage limits
Commercial: fees, billing cadence, payment methods, taxes, discounts, price-change policy
Term: effective date, initial term, renewal mechanics, termination rights
Data/Security: data types, DPA needs, security standards, sub-processors, retention
Risk: warranty scope, liability cap, indemnities, IP ownership, governing law/venue

Deal Summary

Fill this table first to confirm scope with the user:

| Item | Value | | --- | --- | | Provider legal name | | | Subscriber legal name | | | Effective date | | | Services/Products | | | SLA/Support | | | Fees and billing | | | Initial term | | | Renewal mechanics | | | Termination rights | | | Data types | | | Security standards | | | IP ownership | | | Liability cap | | | Indemnities | | | Governing law/venue | |

Agreement Outline

Parties and Recitals
Definitions
Subscription Services and Scope
Subscriber Responsibilities and Acceptable Use
Term, Renewal, and Termination
Fees, Billing, Taxes, and Payment
Intellectual Property and License
Data Rights, Privacy, and Security
Confidentiality
Warranties and Disclaimers
Limitation of Liability
Indemnification
Compliance and Export/Sanctions
Notices
Assignment, Changes, Force Majeure, Severability, Entire Agreement
Signature Blocks and Execution

Clause Checklist

Verify each section includes:

Parties/Recitals: entity type, jurisdiction, principal address, agreement purpose
Scope: services description, limitations, uptime/SLAs, support hours, change management
Term/Renewal: initial term, auto-renewal notice window, non-renewal method, termination effects
Fees: amounts, billing cycle, due date, late fees, tax allocation, fee-change mechanism
IP: provider IP retained; license scope to subscriber; subscriber data ownership
Data/Privacy: data types, security measures, breach notice timing, retention/deletion, sub-processors
Warranties: authority/compliance warranty; service warranty (if any); disclaimer of implied warranties
Liability: cap amount and basis; excluded damages; carve-outs (IP, confidentiality, gross negligence)
Indemnity: provider covers third-party IP claims; subscriber covers misuse/data issues; procedure and control
Boilerplate: assignment, amendment, waiver, force majeure, severability, entire agreement, counterparts

Consistency Checks

Run before delivering:

[ ] Defined terms used consistently and capitalized throughout
[ ] Fee calculations align with invoicing and payment terms
[ ] Termination section aligns with data retention and access shutoff
[ ] Liability cap aligns with indemnity carve-outs and warranty scope
[ ] Governing law and venue align with notice and dispute sections

Common Pitfalls

Scope ambiguity: always tie services to a schedule, order form, or SLA attachment
Implied IP rights: specify license scope, restrictions, and derivative ownership explicitly
Data term mismatch: align data provisions with actual processing activities; add a DPA if personal data is processed
Auto-renewal compliance: if consumer-facing, add consumer protections and statutory renewal notices
Missing cure periods: include clear notice mechanics and cure periods for termination for cause
E-signature gaps: if electronic signatures are used, ensure compliance with applicable e-signature laws