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PLAYBOOK TEMPLATES

Software as a Service (SaaS) Agreement

A SaaS Agreement governs access to cloud-hosted software services, typically under a subscription model. This playbook covers service uptime, data ownership, termination, and liability limitations for cloud-based offerings.

Warranties & Representations

Why This Matters: Overly broad warranties increase exposure to breach claims, while insufficient warranties undermine accountability.

Negotiation strategy

If you're the Provider:

Ensure warranties are specific to the services provided and include necessary carve-outs for force majeure. Limit liability to reflect actual risk exposure.

If you're the Customer:

Negotiate warranties that are realistic and achievable, avoiding overly broad commitments. Include specific exclusions where necessary.

Essential elements

1

Performance Standards

Defines service quality expectations.
2

Compliance Obligations

Ensures adherence to applicable laws.
3

Product Quality

Specifies deliverable standards.

Action framework

ACCEPT

Propose edits when warranties are too broad or lack necessary carve-outs.

EDIT

Reject clauses that impose unrealistic or unachievable warranties.

ADD

Add language to clarify scope and include industry-specific requirements.

PRO TIP

Always align warranties with actual capabilities and risk management policies.

Example clauses

FAVORABLE

Clear Performance Warranty

"The party warrants that the services will be performed in a professional manner and in compliance with applicable laws."
NEUTRAL

Basic Compliance Warranty

"The party warrants that the services will substantially conform to the specifications set forth in the agreement."
UNFAVORABLE

Overly Broad Warranty

"The party warrants that all services will be flawless and meet all conceivable standards."

Fallbacks

High-Risk Projects

In high-risk projects, warranties should be more stringent, with clear performance metrics and compliance checks.

Industry-Specific Contracts

Contracts in regulated industries like healthcare require additional warranties for compliance with specific laws such as HIPAA.

International Agreements

For international agreements, ensure warranties account for compliance with laws in all relevant jurisdictions.
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