MSAs and order forms
SaaS MSA playbook, vendor side
Positions for selling software on your own paper. Fifteen clauses, with the fallbacks sales can accept without legal.
Agreement
SaaS master services agreement
Side
Vendor
Positions
15 clauses
Last reviewed
October 2026
Overview
This playbook covers the clauses that carry most of the risk in a SaaS MSA. Each clause has a preferred position, a fallback your reviewers can accept without escalating, and a walk-away position that goes to the general counsel.
Every position is written as clause language, so a reviewer can paste it into the draft or accept a counterparty edit that matches it. A note under each clause explains what the position trades.
Who wrote it
Margaret Lindqvist, General Counsel at Proviso, with review from in-house lawyers at three of our customers. It was last checked against current market terms in October 2026.
Sample positions
Three of the 15 clauses. The full playbook adds a note on each position and who can approve it.
Limitation of liability
Liability capped at the greater of fees paid in the prior 24 months or $2 million, with data breach and IP claims uncapped.
A cap of 12 months of fees, with a separate cap of three times fees for data breach claims.
Any cap below 12 months of fees, or a cap that also limits confidentiality and data obligations.
Indemnification
The vendor defends and indemnifies against third-party IP claims, data breach and breach of law, uncapped.
IP indemnity uncapped. Data breach indemnity under the separate data breach cap.
No IP indemnity, or one that excludes claims about the vendor's own software.
Term and renewal
No automatic renewal. The agreement renews only by a signed order form.
Renews for one year unless either party gives 60 days' notice, with a reminder from the vendor 90 days before.
Renewal terms longer than one year, or price increases above 5 percent at renewal without notice.
Load it into Proviso
Import the file from Playbooks in your workspace. Every position, fallback and approver comes across, ready to test on your last forty drafts before you publish it.
