How to Draw Up a SaaS Sales Contract

SaaS sales contract essentials

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Closing a SaaS sale is a challenging process. So, when you get to the final stages of the sales cycle, you must have a good contract in place to seal the deal. 

SaaS sales contracts are incredibly important. Without them, customers would have little trust in your business, and you would have to deal with endless customer disputes and issues. With the right contract in place, managing customer expectations should be easy. 

Let’s explore exactly why good contracts are so valuable and what a good SaaS sales contract should include.

What is a SaaS Sales Contract?

A SaaS sales contract is a legally binding document that outlines the terms and conditions under which a SaaS provider agrees to deliver its software services to a customer. 

This type of contract is essential for establishing the rights, responsibilities, and expectations of both parties involved in the SaaS agreement. You need to have a solid SaaS sales contract in place every time you make a sale. Getting the contract signed is the all-important final step of any SaaS sales plan.

Why Do You Need a Good SaaS Sales Contract?

A well-crafted SaaS sales contract protects the interests of both your business and the customer. Here are a few key reasons why a good SaaS sales contract is essential.

Clarity of Terms

First and foremost, a detailed SaaS sales contract clearly outlines the terms and conditions of the SaaS agreement. This ensures that both parties have a shared understanding of their rights, responsibilities, and obligations in the deal. 

This clarity helps prevent misunderstandings and disputes down the line. This makes it easier for the customer to know how they can exit the agreement, when they might be able to get a refund, what kind of support to expect, and so on.

Legal Protection

A SaaS sales contract provides legal protection for both the SaaS provider and the customer. 

It defines the boundaries of liability, outlines processes for resolution, and establishes the legal framework for the relationship between the parties.

Risk Mitigation

By specifying terms related to data security, confidentiality, and intellectual property rights, the contract helps mitigate risks associated with the use of the SaaS product. 

This is particularly important when dealing with sensitive customer data or proprietary information.

Financial Understanding

A sales contract clearly defines the pricing structure, payment terms, and any additional fees associated with the SaaS subscription or sales model

This financial transparency ensures that both parties understand the cost implications of the agreement. 

Service Level Expectations

Service Level Agreements (SLAs) included in the contract set expectations for the level of service the SaaS provider is committed to delivering. This includes things like uptime guarantees, support response times, and other performance metrics related to the product.

Compliance With Regulations

A good SaaS sales contract should be compliant with any relevant laws and regulations, like data protection and privacy requirements. 

This is crucial for ensuring that both the SaaS provider and the customer adhere to legal standards. Having this legal compliance written down in a formal agreement will also give your customers peace of mind when they close on the sale.

Scalability and Flexibility

A well-structured contract makes your customer relationship more scalable and flexible. 

This is because the contract should address issues related to subscription terms, upgrades, downgrades, and any adjustments needed as the customer’s needs evolve. This can help you maximize customer retention.

Intellectual Property Protection

Clearly defining intellectual property rights in the contract ensures that the customer has the necessary licenses to use the software during the subscription period. 

This protects the SaaS provider’s intellectual property while providing the customer with the expected usage rights.

Termination and Exit Strategy

The contract should include details for termination, outlining the conditions under which either party can end the agreement. It could also specify the process for data retrieval and transition in the event of termination.

This information must be clear and fully detailed, as terminating subscriptions can be a tricky process without a good contract to follow.

Customer Confidence

A well-structured and fair contract is not only important for your business – it also enhances customer confidence. 

A good SaaS sales contract is a sign of professionalism, transparency, and a commitment to a mutually beneficial relationship. This can positively impact customer satisfaction from day one, helping to improve long-term loyalty.

How to Create a SaaS Sales Contract: 8 Essential Elements

There’s a lot that can go into a SaaS sales contract. When you put one together, you’ll need to make sure that your contract includes all of the necessary details. 

To help get this right, here are some of the key elements any good sales contract should include.

  1. Introduction

Start the sales contract with a comprehensive introduction to the contractual parties. 

Clearly outline the legal names, addresses, and contact information of the SaaS provider and the customer. Emphasize the roles and responsibilities of each party within the context of the agreement. Elaborate on any contextual background that sets the stage for the collaboration. 

The effective date should be emphasized, underlining exactly when the terms and conditions of the contract take effect.

  1. Service Description and Scope

Dive deep into the intricacies of the SaaS services you’re providing. The contract should paint a detailed picture of the software offerings, clearly covering the specific features, functionalities, and capabilities of the product. 

Provide clarity on the scope of the services, addressing not only what is included but also what falls outside the customer’s SaaS subscription. This is especially important if your SaaS platform offers various subscription tiers or product versions.

Including this information could help to establish a discussion of potential upgrades, extra features, and any limitations to help you manage customer expectations.

  1. Subscription Terms

You’ll need to cover subscription terms in the contract in detail by exploring what’s involved in your different subscription models. 

Discuss the reasoning behind choosing a monthly, yearly, or customized term. Emphasize the flexibility or commitment involved in each term. 

Your contract should also provide further insights into the renewal terms and conditions, perhaps touching on scenarios that could trigger an automatic renewal or require explicit renewal negotiations. Including common examples of these situations in your SaaS sales contract is always a good idea.

  1. Fees and Payment Terms

Your contract must cover the financial aspects of the agreement in detail, including a very specific breakdown of the customer’s pricing structure. 

Consider expanding on the reasoning behind the chosen pricing model and how it aligns with the value provided. Elaborate on payment terms, covering things like due dates, accepted payment methods, and any graduated fee structures that may be in place. 

You’ll also need to outline the consequences of late payments. This is essential for transparency and financial accountability.

  1. Intellectual Property Rights

Software sales agreements often cover intellectual property rights, offering a detailed overview of ownership and usage parameters. 

This could potentially touch on the intricacies of trademark usage and any associated restrictions. Outline the significance of granting licenses to the customer, covering the specific rights conferred and any limitations imposed.

  1. Data Security and Privacy

You’ll want to dedicate part of your SaaS sales contract to data security and privacy. This involves outlining the specific measures you have in place to protect customer data. 

Discuss encryption protocols, secure storage practices, and any third-party audits or certifications involved in your commitment to compliance with data protection and privacy regulations. Offer a comprehensive overview of the data-handling processes to instill confidence in the customer regarding the security of their sensitive information.

  1. Support and Maintenance

Clearly outline the support services your business offers to customers. 

Discuss the availability of different support channels, response times, and the escalation process for resolving issues. Cover your software update and maintenance schedule, providing a comprehensive understanding of any measures in place to help the customer maintain a reliable SaaS offering.

  1. Termination and Exit Strategy

One of the most important parts of any SaaS sales contract is the section that covers how the sales agreement can be ended.

Deeply explore your termination conditions by providing detailed insights into the circumstances that could trigger this termination. Discuss not only the standard termination clauses but also any unique situations that may warrant termination by either party. 

Elaborate on the processes involved in the event of termination, including data retrieval and transition plans. The more detailed this section is, the easier it will be to go through a termination process without any disagreements.


You simply can’t initiate any kind of SaaS sales process without having a good contract in place first. 

When creating these contracts, make sure that they’re as detailed and relevant as possible. The more details you include, the more your business and the customer will be covered. Of course, you’ll also want to customize the exact terms and conditions of each contract to the specific agreement of each customer. 

Looking to enhance your SaaS sales process and get more contracts to more customers? Then you’ll want to optimize your product demos. Check out Saleo to see how our platform can help you turn more prospects into paying customers. 

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