# 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.

- Topic: Legal & Compliance
- Framework: RTF
- Level: Advanced
- Tags: Legal, Analyze, Code, Fill-in Template
- Source: https://www.thinkwithprompt.com/prompts/review-a-customer-s-redlines-to-my-saas-subscription-agreement

## Prompt

```text
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.
```

## What to fill in

- PASTE THE CHANGED TEXT, or describe each change
- OUR TEMPLATE LANGUAGE for the same clauses
- CONFIRM

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