# YC SaaS Drafter — Intake Questions Ask in order. Apply branching as noted. Collect all answers into a config before proceeding to document assembly. --- ## Q1: Company & Customer Basics Ask as a single group: > "Let's set up the deal. I need: > 1. Your company's full legal name (e.g., 'Acme, Inc.') > 2. State of incorporation (e.g., Delaware) > 3. Where is the company's principal place of business? (city, state — this > drives the governing law default) > 4. The customer's full legal name > 5. Effective date for the agreement (or say TBD if you don't have one)" - `company_name`: full legal entity name - `state_of_incorporation`: e.g., "Delaware" - `principal_place_of_business`: e.g., "San Francisco, California" — state portion drives governing law default - `customer_name`: full legal entity name - `effective_date`: date or `[TBD — Effective Date]` --- ## Q2: Product Description > "Describe your product in one or two sentences — this goes in the Order Form > to define what the customer is buying. Keep it broad, factual, and concise. > Don't overpromise." > > **Example:** "Moveworks develops and makes available a SaaS-based AI product > that uses machine learning, conversational AI, and process automation to > resolve IT issues." > > **Example:** "Acme provides a cloud-based project management platform that > enables teams to plan, track, and collaborate on work." → `product_description`: 1-2 sentences The Services field in the Order Form will read: `[product_description] (the "Service(s)").` --- ## Q3: Fee Structure > "What's the pricing structure for this deal? Pick the closest match:" > > **A) Flat monthly/annual** — Single fixed fee for platform access, regardless > of usage or team size. (e.g., "$5,000 per month") > > **B) Per-seat / per-user** — Monthly fee multiplied by the number of licensed > users. (e.g., "$50 per user per month, 100 users") > > **C) Usage-based / consumption** — Charges tied to a measurable metric like > API calls, GB stored, or transactions processed. (e.g., "$0.01 per API > call, estimated 500,000 calls/month") > > **D) Monthly minimum + overage** — Committed baseline monthly fee, plus > additional charges if usage exceeds allocation. (e.g., "$3,000/month > includes 10,000 units; $0.50 per additional unit") > > **E) Prepaid capacity (annual true-up)** — Customer prepays for an annual > usage allocation; usage reconciled at year-end. (e.g., "$60,000/year > covers 100,000 units") > > **F) Tiered pricing** — Fixed fee per tier with included capacity. Moving > between tiers changes the monthly cost. (e.g., "Professional tier at > $2,000/month, includes 50 users and 100GB") > > **G) Hybrid (base + usage)** — Flat platform fee plus variable consumption > charges. (e.g., "$1,000/month platform fee + $0.05 per transaction") > > **H) Performance/outcome-based** — Fee tied to customer results. (e.g., > "5% of attributed revenue, minimum $2,000/month") → `fee_type`: "flat" | "per_seat" | "usage" | "minimum_plus_overage" | "prepaid_capacity" | "tiered" | "hybrid" | "performance" Then ask for the specific amounts based on the selected type: > "What are the specific numbers? (fee amount, unit price, seat count, > minimums, overages — whatever applies to your structure)" → `fee_details`: free text describing the specifics **Branching — Service Capacity:** - If fee type is per_seat, usage, minimum_plus_overage, prepaid_capacity, tiered, or hybrid → ask: > "What's the included capacity or usage limit? And what happens when the > customer exceeds it — overage charges, automatic tier upgrade, or service > throttling?" → `service_capacity`: description of limits → `overage_terms`: description of what happens on excess - If fee type is flat or performance → Service Capacity section is removed from Order Form. --- ## Q4: Initial Term > "Initial service term? Default is one year." > > Options: One year (default) | Two years | Three years | Other: ___ → `initial_term`: "One" | "Two" | "Three" | custom text --- ## Q5: Implementation Services > "Will you provide implementation services as part of this deal — > onboarding, setup, training, custom development, data migration?" > > - **Yes** → "What's the one-time implementation fee?" > - **No** → skip → `implementation_services`: true | false → `implementation_fee`: dollar amount or `[TBD — Implementation Fee]` **If YES — flag for lawyer:** Implementation services create IP ownership questions. When a vendor builds custom work for a customer, who owns it? This is a complicated negotiation point, similar to DPA. The skill flags it in the memo: "Implementation services included. Discuss IP ownership of custom deliverables with counsel before sending." --- ## Q6: Pilot Period > "Is there a free trial or pilot period before the paid term starts?" > > - **Yes** → "How long is the pilot, and is there a fee?" > - **No** → skip → `pilot`: true | false → `pilot_duration`: e.g., "Sixty (60) days" → `pilot_fee`: dollar amount, "$0" for free, or `[TBD — Pilot Fee]` --- ## Q7: Distributed Software > "Is your product purely browser-based / cloud-hosted SaaS, or does it > include software that gets installed on the customer's devices or > on-premises servers?" > > - **Cloud-only** (no software installed on customer side) > - **Includes distributed software** (desktop app, on-premises agent, > mobile SDK, browser extension with local components, etc.) → `distributed_software`: true | false This drives whether the on-premises software license sentence in Section 2.1 stays or gets removed. --- ## Q8: Derivative Data Ownership > "When your product processes the customer's data, does it produce derived > outputs that get delivered back to the customer? If so, should the customer > own those outputs?" > > **Examples of derivative data the customer might own:** > - Reports, dashboards, or analytics generated from their data > - AI/LLM outputs (generated text, images, summaries) based on their inputs > - Transformed or enriched datasets delivered back to them > > **Examples where the company typically retains derivative data:** > - Anonymized training data used to improve ML models > - Aggregate benchmarks (e.g., "your usage is in the top 10% of customers") > - Internal product telemetry and performance metrics > > - **Customer owns derivatives** → agreement grants ownership of raw data > AND derived outputs > - **Company retains derivatives** → customer owns raw data only; company > retains rights to aggregate and derived data → `customer_owns_derivatives`: true | false **If false → flag for lawyer:** Derivative data ownership is frequently negotiated. The memo will note: "Customer does not own derivative data per current draft. Discuss with counsel — counterparty may push to own all outputs generated from their data." --- ## Q9: ML & Data Usage > "Section 3.3 of the agreement grants your company the right to collect and > analyze data relating to the use and performance of the service, and to use > that data to improve the service and disclose it in aggregate form. This is > standard SaaS language and is always included." > > "Does your company also train machine learning models on customer content > — not just usage metrics, but the actual documents, images, text, or other > content customers put into the product?" > > - **No** — Standard analytics only. Section 3.3 as-is is sufficient. > - **Yes** — ML models learn from customer content to improve accuracy. → `ml_trains_on_content`: true | false **If yes → flag for lawyer:** ML training on customer content is a core business decision with significant legal implications. The memo will flag: "Company trains ML models on customer content. Attorney must review Section 3.3 data rights language to confirm it matches actual data practices and will withstand customer scrutiny." --- ## Q10: Data Retention on Termination > "When the agreement ends, how long do you retain the customer's data before > deleting it? The agreement will commit to making data available for > retrieval and then deleting it after a specified period." > > - **30 days** (standard — customer has 30 days to retrieve, then deleted) > - **60 days** > - **90 days** > - **Other:** ___ → `data_retention_days`: 30 | 60 | 90 | custom number **Flag for lawyer:** The specific retention and deletion timeline should be reviewed by counsel to ensure it aligns with the company's actual data infrastructure and any regulatory requirements. --- ## Q11: Auto-Renewal & Notice Period > "The YC default is auto-renewal — the agreement automatically renews for > additional terms of the same length unless either party gives notice. > What notice period?" > > - **30 days** (YC default) > - **60 days** (common for larger deals) > - **90 days** (enterprise standard) > - **No auto-renewal** — agreement ends at term, renewed only by mutual > written agreement → `auto_renewal`: true | false → `renewal_notice_days`: 30 | 60 | 90 --- ## Q12: Governing Law > "Governing law defaults to the state where your company's principal place > of business is — [state from Q1]. Want to keep that or change it?" → `governing_law`: defaults to state extracted from `principal_place_of_business` --- ## Q13: Marketing Formulation > "The agreement includes this default marketing language:" > > *'Customer agrees that Company may refer to Customer's name and trademarks > in Company's marketing materials and website; however, Company will not use > Customer's name or trademarks in any other publicity (eg, press releases, > customer references, and case studies) without Customer's prior written > consent (which may be by email).'* > > "Is this sufficient for this deal, or do you need to adjust it?" > > - **Sufficient** — keep as-is > - **Need more** — want press release rights or reference account commitment > - **Need less** — customer is sensitive, want to remove or restrict further → `marketing_formulation`: "default" | "more" | "less" If "more" or "less", ask what specifically they want. Flag in memo for attorney review if adjusted. --- ## Q14: SLA Availability Commitment > "What uptime commitment are you making in the SLA?" > > - **99.9%** — ~8.7 hours downtime per year. Standard for most SaaS. > - **99.95%** — ~4.4 hours per year. For mission-critical applications. > - **99.99%** — ~52 minutes per year. Infrastructure-grade. Only commit > to this if your engineering team confirms the architecture supports it. → `availability_tier`: "99.9" | "99.95" | "99.99" **Default:** 99.9% --- ## Q15: Support Details Ask as a group: > "For the support section of the SLA, I need:" > > 1. Support email address (e.g., support@company.com) > 2. Support phone number (or TBD) > 3. Support hours (default: 9am-5pm Pacific, weekdays) > 4. Do you use a shared communication channel with customers? > (e.g., shared Slack channel, Microsoft Teams) — if so, what platform? → `support_email`: email address or `[TBD — Support Email]` → `support_phone`: phone number or `[TBD — Support Phone]` → `support_hours`: default "9:00 am Pacific Time through 5:00 pm Pacific Time on weekdays" → `communication_tool`: e.g., "Slack" | "Microsoft Teams" | "none" --- ## Summary Confirmation Before producing the document, present all decisions: > "Here's what I'll draft: > > **Parties:** [Company] → [Customer] > **Service:** [product description] > **Fees:** [fee type] — [fee details] > **Initial term:** [term] > **Implementation:** [included at $X / not included] > **Pilot:** [included, X days at $X / not included] > **Distributed software:** [yes — license included / no — cloud only] > **Derivative data:** [customer owns / company retains] > **ML training on content:** [yes — flagged for lawyer / no] > **Data retention:** [X days] after termination > **Auto-renewal:** [yes, X-day notice / no] > **Governing law:** [state] > **Marketing:** [default / adjusted] > **SLA:** [X]% uptime > **Support:** [email], [phone], [hours], [tool] > > **Always applied to every draft:** > - Renamed to 'Customer Agreement' throughout > - 'United States' removed from IP indemnity patent scope > - Customer indemnity clause (§2.3) removed > - Data privacy & security section (§2.5) added > - Warranty remedy, customer warranty, and beta disclaimer added (§6) > - New marketing language replaces YC press release clause > - Consolidated SLA + Support as Exhibit B (no separate Exhibit C) > - All YC drafting annotations and notes stripped > > **Flagged for your lawyer:** > - [DPA — almost certainly needed, raise with counsel] > - [Implementation IP — if applicable] > - [Derivative data — if company retains] > - [ML training — if trains on content] > - [Data retention timeline — confirm with counsel] > > Does that look right, or do you want to change anything?" Wait for confirmation before proceeding to document assembly.