Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
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A review that only tells you what's wrong strands you at "now what?". GitLaw turns every flag into the next document, the email, the redline, the version you actually sign. A preview, not legal advice.
Sample
Contract risk review
CONTRACT RISK REVIEW: SaaS master services agreement Prepared October 26, 2026 · counterparty: [Counterparty Name] EXECUTIVE SUMMARY Overall: AMBER: signable after 3 changes. 2 red flags, 3 amber, 11 clauses standard. CLAUSE FLAGS ⚠ RED: Limitation of liability (cl. 12): their liability capped at 1 month's fees; yours uncapped. Market standard is a mutual cap at 12 months' fees. ⚠ RED: Auto-renewal (cl. 3.2): renews for 12 months unless you give 90 days' written notice. ⚠ AMBER: IP ownership (cl. 8): work product is licensed to you, not assigned. ⚠ AMBER: Payment (cl. 5): 60 days end of month. ⚠ AMBER: Termination (cl. 11): they can exit on 30 days' notice; you're locked in for the term. MISSING CLAUSES • No liability cap in your favour • No confidentiality duty on their side • No dispute-resolution ladder before court NEXT Each flag becomes a negotiation point, step 2 drafts the email that asks for the market-standard version of every clause above.
Sample
Example CompanyUnit 4, 22 Wharf Road, Bristol BS1 4RD
[email protected] · 0117 946 0230
October 26, 2026
To: The commercial team [Counterparty Name]
Re: SaaS master services agreement, a few points before we sign
Hi team, Thanks for sending the SaaS master services agreement over, we're keen to move ahead. Three points from our review before we sign: 1. Liability (cl. 12), the cap currently runs one way. We'd propose a mutual cap at 12 months' fees, which is the market standard for agreements like this. 2. Auto-renewal (cl. 3.2), a 12-month renewal on 90 days' notice is longer than we can commit to. Could we cut the notice window to 30 days, or move to rolling 3-month renewals? 3. IP (cl. 8), deliverables should be assigned to us on payment in full; a licence-only position doesn't work for our downstream use. None of these are deal-breakers, each is the standard position on that clause. Happy to discuss on a call, or a revised draft works just as well.
Best regards,Alex HartleyAlex HartleyFounder, Example Company
Sample
Redline, tracked changes
REDLINE: SaaS master services agreement (v2, tracked changes) Cl. 3.2: Renewal Deleted: "renews automatically for successive 12-month terms unless either party gives 90 days' written notice" Inserted: "renews for successive 3-month terms unless either party gives 30 days' written notice" Cl. 5: Payment Deleted: "within 60 days of the end of the month of invoice" Inserted: "within 30 days of the date of invoice" Cl. 8: Intellectual property Inserted: "All deliverables are assigned to the Client on payment in full; each party retains its pre-existing materials." Cl. 12: Liability Deleted: "the Supplier's total liability shall not exceed one month's fees" Inserted: "each party's total liability is capped at the fees paid or payable in the 12 months before the claim, excluding liability that cannot lawfully be limited" Every change is tracked and explained, send it back as a clean Word file, or e-sign in GitLaw when it's agreed.
Sample
Signed, renegotiated contract
SIGNED: SaaS master services agreement (renegotiated) What changed between the draft you were sent and the version you signed: • Mutual liability cap at 12 months' fees, was 1 month's fees, theirs only • Rolling 3-month renewal on 30 days' notice, was a 12-month lock-in on 90 days' notice • Deliverables assigned on payment, was licence-only • 30-day payment terms, was 60 days end of month The signed contract now lives in your GitLaw workspace: the renewal reminder is diarised, obligations are tracked, and your next review starts from what this one learned about your standard positions.
Previewing a review of a SaaS master services agreement with [Counterparty Name] · prepared October 26, 2026
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Adam Frankel
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Steven J. Shanker
Partner and Chair of Corporate and Employment Law
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