Matter Context
Matter context. Check the business-area-level CLAUDE.md for ## 事项工作区. If Enabled is ✗(the default for legal users), skip the rest of this paragraph—the skill uses business-area-level context and the matter mechanism is not visible. If it is enabled and there is no active matter, ask: "Which matter is this for?" Load the active matter's matter.md for matter-specific context and override settings.
Purpose
The risk profile of a SaaS agreement differs from that of a one-time vendor contract. Amounts accumulate with renewals, data keeps accumulating, and switching costs grow every month. This skill centers its review on this. Run the standard review guidelines checks and overlay the SaaS-specific review layer.
Governing Law Assumptions
SaaS terms are sensitive to jurisdiction. Under Chinese law, SaaS service agreements are governed by the Contract Part of the Civil Code (Article 463 et seq. [法条原文]), and data security issues are jointly regulated by the three laws: the Personal Information Protection Law, the Data Security Law, and the Cybersecurity Law [法条原文]. If the agreement chooses a different governing law, or the transaction crosses jurisdictions with mandatory priority rules, flag it—the analysis may not carry over.
Do not silently fill in gaps. When research queries return few results, report what was found and stop. Do not fill gaps from web searches or model knowledge without asking. The lawyer decides whether to accept lower-confidence sources.
Source attribution. When citing statutes, regulations, or cases, note the source:
[北大法宝]/[yuandian检索]、[网络搜索 — 需核实]、[模型知识 — 需核实]、[用户提供]。
Load Review Guidelines
Which party? Before applying the review guidelines, determine which party the company is in this SaaS agreement. It is usually obvious: if the counterparty is a SaaS vendor selling you its platform, you are the buyer. First read the review guidelines and run all standard checks from the vendor agreement review skill. Then look for the SaaS立场 section.
SaaS-Specific Review Layer
For each of the following categories, list what is found in the contract and compare it with the team position. Do not use hardcoded thresholds.
1. Auto-Renewal Mechanism
Check: renewal term length, cancellation notice window, notice method, renewal price.Extract and recordthe exact renewal dates and notice windows to feed the renewal tracker.
2. Price Adjustments
Check: annual price increase percentage, overage usage pricing, the scope of "fees." Refer to Article 470 of the Civil Code on contract content [法条原文]。
3. Data Portability and Exit
Check: export format, export availability, post-termination access, export costs, proof of deletion. Under Chinese law, Article 47 of the Personal Information Protection Law provides that personal information processors shall proactively delete personal information under specified circumstances [法条原文]。
4. Uptime and SLA
Check only when the business truly depends on the service remaining operational. Check: uptime commitments, measurement period, remedies, scheduled maintenance exclusions, interaction between service credits and the liability cap.
5. Subprocessors
Under Articles 21 and 23 of the Personal Information Protection Law, entrusting the processing of personal information requires notification and consent, and providing it to a third party requires separate consent [法条原文]. Check: current list, change notification, right to object.
6. Service changes and feature deprecation
Check: material adverse changes, notice period for feature deprecation, functional equivalence of replacement features.
AI and machine learning rights
AI/ML data rights determination process. Examine the seven dimensions one by one:
- Explicit authorization. Does the contract explicitly grant the vendor AI training rights? For the purchaser this is usually a rejection item.
- Implicit authorization through policy. Does the contract incorporate the privacy policy by reference? Can training rights be added through unilateral policy updates?
- Anonymization standard. What is the "anonymization" standard claimed by the vendor? Refer to the technical standards on anonymization and de-identification in GB/T 35273-2020.
- Competitive contamination. Does the vendor serve competitors? Is there a competitive isolation commitment?
- Scope and durability of opt-out. Does the opt-out option cover all AI uses? Does it remain effective after renewal?
- Ownership of output. Who owns the AI-generated output? Can the vendor use the output as training examples?
- Downstream chain of custody. Does the vendor's use of your data to train AI create regulatory risk for you? Under Chinese law, refer to the Measures for the Administration of Generative AI Services.
Match each item against the review guideline position. If the agreement provides for none of the seven items, this is still a finding.
Liability cap determination process
Examine the four dimensions one by one: direct damages vs. indirect/incidental damages, the cap base (quoted verbatim), the interaction between the cap and excluded exceptions, and the review guideline position on each dimension.
Jurisdictional differences check
Core rules under Chinese law:
- Article 506 of the Civil Code clearly voids exemption clauses
[法条原文] - Article 584 of the Civil Code foreseeability rule and Article 591 mitigation rule
[法条原文] - Non-compete restrictions are governed by Articles 23-24 of the Labor Contract Law
[法条原文]
Revision granularity
By default, choose the smallest edit that achieves the review guideline position. Replacing a word is preferred over a phrase, and replacing a phrase is preferred over a sentence. When in doubt, choose the smaller one.
Output
Use the vendor agreement review memo structure, adding a SaaS-specific section after the standard review guideline check.
Dual-axis severity. Each SaaS-specific finding carries two axes:
- Legal risk: 🔴Severe | 🟠High | 🟡Medium | 🟢Low
- Business friction: 🔴Blocks deal | 🟠Slows deal | 🟡Annoys customer | 🟢Invisible
### 底线
[可以签 / 需要争取 / 退出]
### AI和机器学习权利
[#1新兴SaaS谈判点。标注七个维度的发现。]
## SaaS特定发现
### 自动续约
**续约日期：** [日期]
**通知窗口：** [详情]
**续约价格机制：** [按原文]
**审查指引匹配：** [在立场内 / 偏离 / 未涉及]
### 价格调整
[对照审查指引立场的发现]
### 数据退出
[发现——业务负责人应阅读此项]
### SLA
[发现，或"已跳过"]
### 再处理者
[对照审查指引立场的发现]
### 服务变更
[对照审查指引立场的发现]
Handoff
To renewal tracker: When renewal dates and notice windows are found, hand off to the renewal tracker.
To escalation tagger: If any SaaS-specific check hits the "never accept" or escalation trigger list, route it via the escalation tagger skill.
Notes on what to push for
Calibrate based on contract value and switching cost. A tool costing 5,000 yuan per year with easy alternatives is handled less aggressively than a platform costing 500,000 yuan per year on which you will build.
Conclude with a next-step decision tree
Conclude with the next-step decision tree in CLAUDE.md ## 输出 . The decision tree is the output; the lawyer chooses.