MSA Review — SaaS

Conduct a structured review of a SaaS Master Services Agreement from the user's stated perspective and produce a report that an in-house lawyer can act on without redoing the analysis. The output is a draft for human review, not a final word; treat it accordingly.

This skill is calibrated to commercial-grade SaaS MSAs. It is not designed for: enterprise software license agreements (perpetual licenses), professional services agreements without a software component, hosted-but-not-SaaS arrangements (managed hosting, IaaS), or government / public-sector SaaS contracts (which have additional FedRAMP, FAR, and procurement-specific overlays).

When this skill applies

Apply when the user provides a SaaS MSA, Master Subscription Agreement, SaaS Agreement, Cloud Services Agreement, or substantively similar instrument and asks for review or redline guidance. The user's perspective — vendor or customer — fundamentally changes the analysis; require it before proceeding if not supplied.

Do not apply this skill to:

• Non-SaaS software agreements. Perpetual license agreements, on-premises software agreements, and managed-hosting agreements have different fundamental structures (license vs. subscription, on-premises vs. cloud, software-only vs. service). Tell the user this is the wrong skill.
• Order Forms or SOWs alone. Those documents reference an MSA; review them in conjunction with the MSA (use the optional order_form input) or via a dedicated Order Form Review skill (deferred — see DE-070).
• DPAs / Privacy Addenda. Use DPA Checklist Review for those.
• NDAs accompanying the SaaS deal. Use NDA Review for those.
• Government / public-sector SaaS. Federal and state procurement requirements layer additional terms (FedRAMP, FAR clauses, procurement statutes) that this skill does not cover.

Inputs