💡 Plain English Explanation

SaaS companies live and die by their metrics. Monthly Recurring Revenue (MRR), Customer Acquisition Cost (CAC), Lifetime Value (LTV), and churn rates tell the story of your business health. These numbers are shared with investors, potential acquirers, and strategic partners, making them some of the most sensitive information you possess.

This clause specifically addresses the confidentiality of SaaS business metrics. It recognizes that these metrics have standardized meanings in the industry and are highly comparable across companies, making them particularly valuable to competitors and market analysts.

Key SaaS metrics requiring protection:

⚠ Why This Matters for SaaS Companies

Competitive Intelligence Value: Your churn rate tells competitors how sticky your product is. Your CAC reveals how efficiently you acquire customers. Your LTV:CAC ratio indicates whether your business model is sustainable. A competitor with access to these metrics gains profound insight into your business health and competitive position.

Investor Relations Risk: If you share metrics with a potential investor who later passes on the deal, those metrics could leak to the market. Public disclosure of disappointing metrics before you are ready can damage fundraising prospects and employee morale.

M&A Implications: During acquisition discussions, buyers receive detailed metrics access. If the deal falls through, the potential acquirer now has competitive intelligence they can use against you or share with your competitors if they later acquire or partner with them.

📄 Clause Versions

Balanced Version: Protects core financial and operational metrics while allowing reasonable discussion of general business health. Suitable for investor discussions, partnership explorations, and strategic conversations. 
SAAS METRICS CONFIDENTIALITY

1. Protected Metrics. The following business metrics constitute Confidential Information:

   (a) Revenue Metrics:
       - Monthly Recurring Revenue (MRR) and Annual Recurring Revenue (ARR)
       - Revenue growth rates and trends
       - Expansion revenue and contraction figures
       - Revenue by customer segment, geography, or product line
       - Average Revenue Per User/Account (ARPU/ARPA)
       - Pricing tiers and discount structures

   (b) Customer Metrics:
       - Total customer count and customer segment breakdowns
       - Gross and net churn rates (logo and revenue)
       - Net Revenue Retention (NRR) and Gross Revenue Retention (GRR)
       - Customer concentration percentages
       - Cohort analysis and retention curves

   (c) Unit Economics:
       - Customer Acquisition Cost (CAC) and components
       - Customer Lifetime Value (LTV)
       - LTV:CAC ratio
       - Payback period
       - Gross margin by product or service

   (d) Usage and Engagement:
       - Daily Active Users (DAU) and Monthly Active Users (MAU)
       - Feature adoption and usage rates
       - Engagement scores and stickiness metrics
       - Conversion rates through product funnels

2. Permitted Disclosures. The Receiving Party may disclose:
   (a) General characterizations of business health (e.g., "growing," "profitable") without specific numbers;
   (b) Publicly available information about the Disclosing Party's market position; and
   (c) Information necessary for the Receiving Party's internal investment or partnership decision-making to personnel with a need to know.

3. Retention Limitations. Detailed metric spreadsheets, financial models, and data room materials shall be returned or destroyed upon request or within thirty (30) days of termination of discussions.
Disclosing Party Favor: Maximum protection for all business metrics and derived analyses. Prevents any sharing of metrics information and restricts the receiving party's ability to use metrics for competitive purposes. Use for M&A due diligence or when sharing with parties who may have competitive relationships. 
SAAS METRICS CONFIDENTIALITY

1. Comprehensive Metrics Protection. ALL business metrics, financial data, and operational statistics constitute Confidential Information of the highest sensitivity, including without limitation:

   (a) All revenue figures in any form: MRR, ARR, revenue run rate, bookings, billings, recognized revenue, deferred revenue, and any revenue projections or forecasts;

   (b) All customer-related metrics: customer count, logo count, seat count, user count, churn rates of any type, retention rates of any type, Net Revenue Retention, expansion rates, contraction rates, customer concentration, customer lists, and customer segment information;

   (c) All unit economics: CAC, LTV, LTV:CAC ratio, payback period, magic number, gross margin, contribution margin, and any calculations or models used to derive these figures;

   (d) All usage and engagement data: DAU, WAU, MAU, activation rates, feature adoption, usage intensity, session duration, and any analytics derived from user behavior;

   (e) All financial projections: forecasts, budgets, financial models, scenario analyses, and any forward-looking statements regarding the business;

   (f) All benchmark comparisons: internal comparisons to industry benchmarks, competitor comparisons, and any analyses placing the Disclosing Party's metrics in market context; and

   (g) The fact that any specific metrics exist or are being tracked.

2. Absolute Prohibitions. The Receiving Party shall NOT:
   (a) Share any metrics with any third party for any purpose;
   (b) Use metrics to inform competitive strategy, product development, or market positioning;
   (c) Include metrics in any database, comparison tool, or aggregated analysis;
   (d) Discuss metrics with any other company in the Disclosing Party's market;
   (e) Retain any record, note, or memory aid containing specific metric values;
   (f) Create any derivative analysis, model, or projection using the metrics; or
   (g) Use metrics to assess the Disclosing Party's competitive position relative to other companies.

3. Access Restrictions. Metrics shall only be reviewed:
   (a) By specifically named individuals approved in advance by the Disclosing Party;
   (b) In secure data rooms or environments controlled by the Disclosing Party;
   (c) Without the ability to download, print, or copy; and
   (d) With watermarking or tracking where technically feasible.

4. Immediate Destruction. Upon conclusion of discussions (whether successful or not), the Receiving Party shall:
   (a) Immediately cease accessing any metrics information;
   (b) Delete all notes, analyses, and derivative materials within five (5) business days;
   (c) Provide written certification of destruction signed by an officer; and
   (d) Direct all personnel who accessed metrics to delete any personal notes or records.

5. Survival and Non-Use. Obligations regarding metrics confidentiality shall survive indefinitely. The Receiving Party acknowledges that metrics information cannot be "unseen" and agrees that it shall not use any knowledge of the Disclosing Party's metrics in any competitive context.
Receiving Party Favor: Provides flexibility for investors and partners to conduct normal due diligence and maintain records of business discussions. Appropriate for sophisticated investors with existing portfolios and standard investment processes. 
SAAS METRICS CONFIDENTIALITY

1. Protected Metrics. The following specific metrics shall be Confidential Information:
   (a) Exact MRR and ARR figures;
   (b) Specific churn rate percentages;
   (c) Identified customer names and associated revenue; and
   (d) Detailed financial projections provided in writing and marked confidential.

2. Permitted Uses and Disclosures. The Receiving Party may:
   (a) Share metrics internally within its organization for investment decision-making, portfolio management, and reporting purposes;
   (b) Discuss general business characteristics with other portfolio companies without sharing specific figures;
   (c) Include general characterizations in fund reports (e.g., "strong growth," "improving retention");
   (d) Maintain internal records of metrics reviewed for compliance and audit purposes;
   (e) Use aggregated, anonymized data for market research and benchmarking, provided the Disclosing Party cannot be identified; and
   (f) Discuss publicly available information, industry trends, and general market observations.

3. Exclusions from Confidentiality. The following shall NOT be Confidential Information:
   (a) General descriptions of business model, market position, or growth stage;
   (b) Information that becomes publicly available through no fault of the Receiving Party;
   (c) Information independently known to the Receiving Party from other sources;
   (d) General knowledge about typical SaaS metrics in the Disclosing Party's market segment;
   (e) Information disclosed in press releases, investor presentations, or public filings; and
   (f) Metrics provided to the Receiving Party more than three (3) years ago.

4. Record Retention. The Receiving Party may retain copies of metrics materials:
   (a) For its standard document retention period (not to exceed seven (7) years);
   (b) As required for regulatory compliance or legal obligations;
   (c) In archived backup systems in the ordinary course; and
   (d) In deal team notes and memoranda for institutional knowledge purposes.

5. Portfolio Company Information Barrier. The Receiving Party shall maintain reasonable information barriers between investment team members working with the Disclosing Party and team members working with directly competitive portfolio companies, but shall not be required to decline investments or advisory relationships based on access to the Disclosing Party's metrics.

💬 Key Considerations for SaaS Metrics