Review a customer's redlines to my SaaS subscription agreement
A clause-by-clause read of an enterprise customer's markup with risk ratings, fallback positions, and reply language.
The prompt
Review a customer's redlines to my SaaS subscription agreement and help me respond.
The redlined clauses: [PASTE THE CHANGED TEXT, or describe each change]
Our standard position: [OUR TEMPLATE LANGUAGE for the same clauses]
Deal context: [ANNUAL CONTRACT VALUE, term, customer size and industry, how much we want this deal]
What we can and can't give: [e.g. "liability cap up to 2x fees", "no unlimited indemnity", "no source code escrow"]
Our product facts: [hosting region, sub-processors, uptime history, security certifications - only what is true]
Check each redline against these SaaS hot spots:
- Limitation of liability: cap amount, super-caps for data breach, carve-outs that make the cap unlimited.
- Indemnities: IP infringement scope, third-party claims, who controls the defense.
- Data: ownership, use of customer data for analytics or AI training, return and deletion at termination, breach notice timing.
- Service levels: uptime commitment, credits as sole remedy, termination rights for chronic failure.
- Term and renewal: auto-renewal, price caps on renewal, termination for convenience, refunds of prepaid fees.
- Feedback, aggregated data, and publicity rights.
- Governing law, assignment on change of control, audit rights.
Return:
1. A table: clause | their change | risk to us (high/medium/low) | why | recommended response (accept / counter / reject) | fallback position.
2. Proposed counter-language for each clause I should counter.
3. A short cover note to the customer explaining our positions in business terms.
4. Items to escalate to a lawyer or executive before agreeing.
Do not invent product facts or certifications; mark gaps as [CONFIRM]. This is general information, not legal advice - have a qualified lawyer review before signing.
Highlighted [brackets] are blanks to replace with your own details.
Fill in the blanks and use this promptMore Legal & Compliance prompts
What to fill in
- PASTE THE CHANGED TEXT, or describe each change
- OUR TEMPLATE LANGUAGE for the same clauses
- CONFIRM
How this prompt is built
This prompt follows the RTF structure (Role, Task, Format). RTF tells the model who to be, what to do and what shape the answer should take. It is the quickest structure that still gives noticeably better results than a bare request.
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