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I review SaaS agreements so you do not sign away your data, IP, or exit rights.

Vendor SaaS agreements, enterprise software contracts, data processing addendums, SLA enforcement. I flag auto-renewals, unlimited liability, IP assignment traps, data lock-in, and termination gotchas before you sign.

Sergei Tokmakov, Esq. · CA Bar #279869 · 1,800+ projects
1,800+
Projects
700+
5-Star Reviews
15+
Years Licensed
48hr
Turnaround

Pick the tier that matches your situation

Not sure? Email me the SaaS agreement and I will recommend the right tier.

Quick Scan

"Is this safe to sign?"
$149 flat fee
24-48hr turnaround
  • Up to 15 pages
  • Top 5 risk flags identified
  • Go / no-go recommendation
  • Plain-English risk summary
  • Email follow-up included
Start Quick Scan

Review + Revision

Attorney-drafted redlines ready to send
$599+ flat fee
3-5 business days
  • Everything in Full Review
  • Attorney-drafted redlined version
  • Replacement language for risky clauses
  • Vendor negotiation support
  • 2 rounds of follow-up Q&A
  • Complex agreements quoted individually
Start Review + Revision

Rush available: +$150 for 24-48 hour turnaround on any tier.

What a SaaS agreement review actually looks like

These are anonymized examples from recent client work. Every review is done by me personally, not by AI and not by a paralegal.

Enterprise CRM Platform

$180K/yr CRM contract with unlimited liability and auto-renewal

Flagged 7 high-risk clauses including uncapped indemnification, unilateral price increases, and 90-day auto-renewal buried in definitions. Negotiated liability cap and 60-day exit notice.

Result: Saved client $180K in potential exposure
Cloud Infrastructure Agreement

AWS/GCP custom enterprise agreement

Identified data portability gaps and SLA credit calculation issues. DPA lacked breach notification timelines and data deletion commitments. Got vendor to add data export guarantees.

Result: Client got enforceable data exit rights before signing
Marketing SaaS Bundle

$45K annual marketing platform

Found IP assignment clause that gave vendor perpetual rights to customer data insights and analytics. Removed it before signing and added data ownership carve-out.

Result: Client retained all rights to their marketing data
HR Platform Agreement

HRIS platform processing employee PII

Flagged CCPA/GDPR compliance gaps in DPA. No breach notification requirements, vague subprocessor disclosure, and no data deletion timeline. Got vendor to add breach notification and deletion commitments.

Result: Client got compliance-ready DPA before go-live

Issues I flag in SaaS agreements

Every SaaS agreement is different, but these are the areas where I consistently find risk that clients did not expect.

🔁
Auto-renewal traps — Hidden renewal clauses with short exit windows
Unlimited liability exposure — Uncapped indemnification and damages
🔒
IP assignment clauses — Vendor claims rights to your data and insights
📦
Data lock-in and portability — No export rights or migration support
📈
SLA and uptime gaps — Unenforceable service levels and credit caps
🔄
Termination penalties — Early exit fees and data hostage clauses
Indemnification scope — Disproportionate risk allocation
📋
Data processing compliance — CCPA/GDPR gaps in DPAs

How it works

Send me the SaaS agreement

Email the agreement as PDF, Word, or even a photo. Tell me your concerns and what you are trying to accomplish with this vendor.

I confirm scope and timeline

I reply with the recommended tier, the flat fee, and the turnaround time. No work starts until you approve.

I review every clause

You get a marked-up copy with risks highlighted, replacement language where needed, and a plain-English explanation of what matters for SaaS contracts.

I walk you through next steps

I explain what to push back on and how. If you need the clauses rewritten for vendor negotiation, I handle that in the Review + Revision tier.

Do not sign a SaaS agreement until an attorney reads the fine print

Send me the agreement. I will confirm the right tier, the fee, and what I need from you.

Send Me Your SaaS Agreement →

What clients say about my SaaS agreement reviews

700+ reviews on Upwork

Enterprise SaaS Agreement Review with DPA Analysis
★★★★★ 5.0

"Sergei reviewed a complex enterprise SaaS agreement and caught several issues I would have missed. He flagged the auto-renewal clause hidden in the definitions, identified unlimited liability exposure, and provided redlines for the DPA that brought it into GDPR compliance. Worth every penny."

$599 · Review + Revision
Cloud Platform Agreement Review
★★★★★ 5.0

"I needed a quick turnaround on a SaaS contract before our board meeting. Sergei delivered a full review in 48 hours with clear negotiation guidance. He identified data portability gaps and SLA credit calculation issues we would have never caught. Highly recommend."

$349 · Full Review
Marketing Platform SaaS Agreement
★★★★★ 5.0

"Fast, thorough, and practical. Sergei identified an IP assignment clause that would have given the vendor rights to our customer data. He provided replacement language we sent back to the vendor, and they accepted it without pushback. Great experience."

$349 · Full Review

Frequently asked questions about SaaS agreement review

What is the difference between the three SaaS agreement review tiers?

Quick Scan ($149): I identify the top 5 risk flags and give you a go/no-go recommendation. Full Review ($349): I review every clause, flag all risks including SLA gaps and data rights issues, and provide negotiation talking points. Review + Revision ($599+): I do the full review and provide attorney-drafted redlined version with replacement language for risky clauses and vendor negotiation support.

Do you review enterprise SaaS agreements?

Yes. I review vendor SaaS agreements, enterprise software contracts, data processing addendums (DPAs), service level agreements (SLAs), and custom platform deals. If it is a subscription software agreement, I can review it.

What SaaS agreement issues do you flag?

I flag auto-renewal traps, unlimited liability exposure, IP assignment clauses that give vendors rights to your data, data lock-in and portability gaps, SLA and uptime calculation issues, termination penalties, overbroad indemnification, and data processing compliance gaps (CCPA/GDPR).

Can you help negotiate the SaaS agreement?

Yes. The Review + Revision tier includes attorney-drafted replacement language you can send to the vendor and negotiation support. I explain which points are worth pushing on and provide talking points for common SaaS vendor objections.

How long does a SaaS agreement review take?

Quick Scan: 24-48 hours. Full Review: 2-4 business days. Review + Revision: 3-5 business days. Rush turnaround (24-48 hours) is available for any tier for an additional $150.

Do you review data processing addendums (DPAs)?

Yes. I review DPAs for CCPA/GDPR compliance, breach notification requirements, data deletion commitments, subprocessor disclosure, and data transfer mechanisms. I flag compliance gaps before you sign.

Send Agreement → See Pricing