oneSaaS: Standardizing SaaS Agreements for Efficiency, Collaboration, and Impact

Electra Japonas
Chief Legal Officer

oneSaaS: Standardizing SaaS Agreements for Efficiency, Collaboration, and Impact

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Executive Summary

The SaaS industry is thriving, with over 30 million SaaS agreements signed annually. Yet, these contracts are plagued by inefficiency, inconsistency, and unnecessary complexity. oneSaaS is here to change that.

Building on the success of oneNDA, oneSaaS applies a tried-and-tested methodology to create a community-driven, standardized template designed specifically for SaaS agreements. By focusing on efficiency, collaboration, and practical solutions, oneSaaS provides in-house legal teams with a game-changing tool that reduces time, costs, and complexity in contracting.

This paper outlines the problem, our approach to solving it, and why adopting oneSaaS is essential for modern SaaS companies as well as buyers of SaaS and their legal teams.

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Introduction

Why Standardization Matters

The current state of SaaS contracting is far from ideal, plagued by inefficiencies and inconsistencies that hinder progress. Contracts are often:

  • Artisanal: Lawyers craft unique, overly tailored agreements that vary greatly between organizations, even when performing the same function.
  • Driven by Pride of Authorship: Individual preferences and the desire to leave a personal mark often outweigh the pursuit of practical efficiency.
  • Lacking Interoperability: Incompatible structures make it difficult to seamlessly integrate contracts into operational systems, creating barriers to collaboration.
  • Proprietary: Agreements are locked in silos, designed for one organization’s use without consideration for broader applicability or reuse.

These characteristics lead to significant challenges:

  • Time Wasted: The need to draft, negotiate, and review bespoke agreements slows down processes that could otherwise be streamlined.
  • Monotony for Legal Professionals: Lawyers often find themselves performing repetitive, low-value tasks, reducing their engagement and job satisfaction.
  • High Costs: Customization drives up legal expenses, straining resources that could be allocated more strategically.
  • Stifled Innovation: The fragmented approach to contracting undermines opportunities for creativity and scalability, hindering broader advancements.

The result is a contracting process that consumes excessive time and resources while delivering minimal added value. By addressing these inefficiencies, standardization offers a path forward—one that prioritizes collaboration, simplicity, and real-world impact. Through shared templates like oneSaaS, organizations can save time and money, empower their teams, and focus on driving innovation.

The Solution: Standardization

Standardization represents a transformative approach to the inefficiencies of SaaS contracting. By leveraging shared, collaboratively developed templates, legal teams can accelerate workflows, significantly reduce operational costs, and shift their focus from repetitive administrative tasks to high-value, strategic initiatives.

oneSaaS embodies this vision for the SaaS industry, offering a practical, data-driven solution that addresses the unique challenges of SaaS agreements. By distilling complex contracts into core functions and creating a universally applicable framework, oneSaaS empowers organizations to streamline their legal operations while fostering collaboration across the industry. This initiative is not just about improving efficiency—it’s about reshaping how the SaaS ecosystem approaches contracts, creating a foundation for greater scalability, transparency, and innovation.

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The SaaS Contract Landscape

The Scale of the Problem
  • 30,800 SaaS companies worldwide.
  • 1,000 contracts signed annually per SaaS company.
  • 130 SaaS applications used per organization.
  • 30 million SaaS agreements signed every year.

The staggering volume of SaaS contracts underscores an urgent and critical need for standardization. With millions of agreements executed annually, the current fragmented approach exacerbates inefficiencies, leading to significant operational bottlenecks. These inefficiencies result in wasted time, inflated legal costs, and a lack of scalability, placing unnecessary strain on organizations. Standardization offers a powerful remedy by streamlining processes, enhancing consistency, and enabling companies to redirect resources toward innovation and strategic growth. Without it, businesses risk perpetuating a cycle of inefficiency that undermines their ability to remain competitive in an increasingly complex and fast-paced digital marketplace. 

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The oneSaaS Methodology

Data-Driven Insights

To develop oneSaaS, we analyzed 982 SaaS agreements sourced from Law Insider, a leading database of publicly available, executed contracts and clauses. Unlike traditional sources that rely on templates or theoretical models, Law Insider offers a rich repository of real-world, executed agreements, providing an authentic and practical foundation for standardization.

This approach marks a significant leap forward compared to how we developed oneNDA. For oneNDA, the process relied heavily on manual contributions from the legal community—primarily lawyer-drafted templates that often reflected aspirational or idealized contract language rather than agreements that had been signed and used in practice. While this collaborative effort was critical for building community engagement and buy-in, it also required significant time to collect and reconcile diverse inputs.

By leveraging Law Insider, we gained three key advantages:

  1. Authenticity: Law Insider focuses on executed contracts, giving us direct insight into what companies are actually using in practice—not just what they hope to use. This ensures the resulting standard is grounded in reality, reflecting common commercial practices rather than overly aspirational drafting.
  2. Scale and Diversity: With thousands of agreements covering various industries, jurisdictions, and business models, Law Insider provides a robust dataset for identifying trends and extracting commonalities. This diversity ensures that oneSaaS can address the broad needs of the SaaS industry.
  3. Efficiency: The availability of executed agreements allows us to streamline the standardization process, significantly reducing the time and resources needed to analyze and distill key functions compared to manual methods.

By using Law Insider’s database, oneSaaS combines the best of both worlds: the collaborative ethos and community-driven validation of oneNDA with the efficiency and authenticity of data-driven insights. This ensures that oneSaaS is not only reflective of real-world contracting practices but also positioned to drive meaningful and widespread adoption across the SaaS industry.


Our methodology 

Using advanced AI-driven analysis to process the 982 SaaS agreements from Law Insider, we were able to go beyond traditional manual review by rapidly identifying patterns, extracting key information, and categorizing the agreements with precision.

Through this analysis, we found that these contracts contained 819 unique clause titles. However, when we stripped them down to their core purpose, we identified just 52 distinct functions. This revelation underscores a critical insight: while contracts are often drafted with unique wording and structure, the underlying objectives they aim to achieve are remarkably similar.

The use of AI provided several transformative benefits:

  1. Deeper Understanding: The AI identified redundancies, overlaps, and inconsistencies in how similar contractual obligations were expressed. This enabled us to consolidate clauses that performed identical functions but were written in varying styles and levels of detail.
  2. Data-Driven Precision: By systematically analyzing thousands of data points, the AI revealed the true commonalities across SaaS contracts, ensuring that the resulting standard is comprehensive and reflective of real-world practices.
  3. Increased Efficiency: Tasks that would traditionally take months of manual review were completed in a fraction of the time, allowing us to focus our human expertise on validating and refining the results.
  4. Objectivity: The AI removed biases often present in manual drafting or review processes, focusing purely on functionality rather than stylistic preferences or legal traditions.

This level of analysis highlights a fundamental truth about SaaS contracts: while they may appear unique on the surface, they perform the same basic tasks. By distilling these contracts into 52 core functions, we created a framework that eliminates unnecessary complexity and sets the stage for standardization.


Function vs. Clause Framework

A clause is essentially a collection of words, while a function defines the operational purpose that those words serve within a contract. For example:

  • Clause: “The customer may terminate for convenience with 30 days’ written notice.”
  • Function: Termination for convenience.

By shifting our focus from the specific wording of clauses to their core functions, we aimed to fundamentally redefine how contracts are assessed, designed, and standardized. This deliberate pivot was driven by the need to reduce complexity, eliminate inherent biases, and create a framework that simplifies standardization while retaining the flexibility to meet diverse needs. The result is an approach that provides a clearer lens through which to view the essential building blocks of SaaS agreements, enabling the creation of a standard that is practical, scalable, and universally applicable.

The emphasis on functions – the operational purpose of a clause – rather than the language in which they are expressed, was critical to this process. Lawyers, by nature of their training and experience, often rely on familiarity when evaluating contractual language. When they encounter phrasing they recognize, it can create an unconscious bias: the language feels “right” simply because it is familiar, not necessarily because it is necessary or optimal. This reliance on familiar language can result in the inclusion of redundant or even irrelevant clauses, perpetuating inefficiencies and limiting innovation in contract design.

By removing the specific language from the equation and focusing exclusively on functions, we encouraged the Steering Committee to engage in a more critical and objective assessment. This approach forced participants to ask fundamental questions about the contract’s purpose:

  • What is the function of this clause?
  • Does this function need to be in the agreement?
  • Is it essential, optional, or entirely unnecessary?

By isolating the function from its linguistic expression, we eliminated the bias that often accompanies language review. This allowed for a more thoughtful and deliberate examination of what elements truly belong in a SaaS agreement. Lawyers were empowered to evaluate the agreement based on its operational goals rather than being distracted or influenced by how those goals had traditionally been expressed.

This methodology also addressed another key cognitive challenge lawyers face when reviewing contracts. As legal professionals, we naturally engage in two distinct but intertwined processes when analyzing a clause:

  1. Assessing the functionality: Determining whether the concept or purpose of the clause supports the overall objectives of the agreement.
  2. Evaluating the language: Analyzing whether the specific phrasing is clear, precise, enforceable, and aligned with the lawyer’s drafting style.

The second task – evaluating language – can introduce unnecessary complexity, as debates about phrasing often overshadow the more fundamental discussion about whether the function itself is needed. By removing this layer of distraction, our approach ensured that the Steering Committee could focus exclusively on what matters most: deciding which functions should form the foundation of the oneSaaS standard.

This functional approach not only streamlined the decision-making process but also fostered greater alignment and collaboration among participants. It created a shared understanding of the core purposes each agreement must serve, allowing the group to build a standard that is both efficient and inclusive of diverse perspectives.

Ultimately, focusing on functions rather than language allowed us to create a standard that is lean yet comprehensive, adaptable yet consistent. It eliminates the redundancies and inefficiencies that plague traditional contract drafting while ensuring that each function included in the standard is there because it serves a clear and necessary purpose. This process is not only a step forward for SaaS contracting but also a blueprint for how standardization initiatives across the legal industry can be approached with greater objectivity and impact.


Community-Driven Collaboration

A key innovation in the development of oneSaaS was bringing the Steering Committee together on a dedicated, transparent community platform. This platform served as the backbone for collaboration, creating a virtual space where legal professionals could exchange ideas, provide feedback, and engage directly with one another in a structured and meaningful way.

The platform was designed to foster inclusivity and transparency. Legal professionals from diverse industries and jurisdictions could contribute their expertise, share ideas, and highlight challenges they faced in SaaS contracting. By facilitating open dialogue, the platform enabled us to gather a wealth of insights that would have been impossible to achieve through more traditional methods. It allowed contributors to identify and address inefficiencies and redundancies in SaaS agreements collectively, creating a shared understanding of the issues at hand.

Beyond insights, the platform fostered a sense of community. Members could see their contributions reflected in the project’s progress, building trust and ownership in the process. This level of engagement ensured that oneSaaS was not simply a top-down initiative but a collaborative effort driven by the needs and experiences of its users. By using the platform as a hub, we ensured that the resulting standard was grounded in real-world expertise and widely supported by the community.


Thoughtful Voting Process

The voting process was thoughtfully structured, asking participants to categorize each function into five distinct groups:

  1. Excluded: Functions deemed unnecessary or irrelevant to a standard SaaS agreement.
  2. Optional: Functions that may be included based on specific needs or preferences but are not mandatory.
  3. Baseline: Essential functions that form the foundation of the standard and are included by default.
  4. Variable: Functions requiring input or specific data, such as pricing terms or service levels, reflecting points of negotiation.
  5. Non-Variable: Fixed functions that are included as-is without further customization.

This structured framework allowed participants to focus on what truly matters, determining the relevance and necessity of each function without being clouded by debates over stylistic preferences or drafting conventions. By doing so, we ensured that the resulting standard prioritized operational efficiency and real-world applicability.

The process was further enriched by the transparent nature of the platform. Participants could see how their peers were voting, engage in discussions to challenge assumptions, and provide additional context or rationale for their decisions. This level of openness not only improved the quality of the outcomes but also reinforced the collaborative ethos of the project.

Together, the innovative use of a collaborative platform and the thoughtful design of the voting process enabled oneSaaS to achieve a level of inclusivity, objectivity, and practicality rarely seen in standardization efforts. This methodology serves as a model for how complex initiatives can be approached with transparency, efficiency, and meaningful community engagement.


Community Feedback 

After finalizing the first draft, we invited feedback from the Steering Committee and the broader community, resulting in over 500 comments. These insights were carefully reviewed and incorporated into the document, ensuring that it reflected the collective expertise and needs of the community. Beyond just refining the content, we also evaluated the structure and operational functionality of the document, ultimately deciding to make it more flexible, including the ability to use an Order Form for added customization.

The community also contributed to the creation of ancillary documents, such as the Graveyard, which captures terms deliberately excluded from the main agreement. Once these elements were in place, we delivered Version 1 to a closed group for initial use and snag identification. Based on this feedback, the final version will be ready for a full launch in February 2025, accompanied by a comprehensive suite of documents and tools to support adoption and usability.


What oneSaaS covers 

oneSaaS is a comprehensive, standardized template designed specifically for SaaS agreements. It includes carefully curated clauses and functions that address the most critical aspects of SaaS contracting while maintaining flexibility for customization. The template is built on real-world data, industry best practices, and extensive community input, ensuring it meets the practical needs of SaaS companies and their legal teams.

Structure of the Document

The oneSaaS Agreement comprises Key Terms, Standard Terms, and Supplemental Documents:

  • Key Terms: Designed for flexibility, these can be tailored to specific needs.
  • Standard Terms: These form the core legal framework and should remain unaltered. Instead of redlining, use the Key Terms or Special Provisions fields to introduce new language or amend existing terms.
  • Supplemental Documents: These can be included as annexes and referenced in the Supplemental Documents table within the Key Terms. Use this approach to attach additional agreements or schedules (e.g., SLAs, DPAs) that complement the oneSaaS Agreement.

This structure maintains trust, reduces inefficiency, and avoids unnecessary friction by ensuring changes are visible and confined to designated sections.

General Rules

  • Populate Key Terms with customized language as needed.
  • Avoid altering Standard Terms directly. Use Special Provisions to introduce new clauses or adjust Standard Terms.
  • If an Optional Clause is not used, write Not Applicable instead of deleting it. This retains the structure’s familiarity and ensures consistency across agreements.
  • Include any Supplemental Documents as annexes and refer to their annex number in the Supplemental Documents table in the Key Terms.

Scope

This guide outlines which parts of the agreement can be modified.

Key Definitions

  • Variable Terms (V): Mandatory clauses that must remain but can be tailored (e.g., governing law, notice periods).
  • Optional Variable Terms (O+V): Flexible clauses that can be modified or omitted entirely, based on the parties’ needs.

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Permitted Changes to the Agreement

General Overview

The oneSaaS Agreement balances standardization with customization, allowing adopters to adjust specific sections while preserving the agreement’s integrity.

Categories of Permitted Changes

V (Variables)
  1. Governing Law e.g., Delaware
  2. Services e.g., The cloud-based software-as-a-service (SaaS) solutions provided by the Provider to the Customer under this Agreement.
  3. Support Services e.g., Technical assistance, maintenance, and updates provided by the Provider.
  4. Authorized Purpose e.g., To enable the Customer to manage employee performance and generate HR reports.
  5. Additional Use Rights and Limitations e.g., Integration with third-party applications for internal reporting purposes.
  6. Authorized Users e.g., Employees, contractors, or agents authorized to use the Services.
  7. Affiliates e.g., Any entity controlled by, controlling, or under common control with the Customer.
  8. Documentation e.g., User manuals, API documentation, and training materials.
  9. Agreement Term e.g., Begins on the Agreement Start Date and renews per the specified terms.
  10. Agreement Start Date e.g., 01 March 2025
  11. Termination Notice Period e.g., 90 days
  12. Fees e.g., $200/month
  13. Billing Frequency e.g., Monthly in arrears
  14. Payment Terms e.g., 30 days from receipt of a valid invoice
  15. Data Export Period e.g., 60 days post-termination
  16. Data Deletion Period e.g., 30 days post-termination
  17. Suspension Notice Period e.g., 14 days
  18. Invoice Dispute Period e.g., 10 days from the receipt of a valid invoice
  19. Special Provisions e.g., Custom clauses unique to this Agreement.

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O+V (Options + Variables)
  1. Dispute Resolution Method
    • Option 1: Negotiation followed by litigation in [JURISDICTION].
    • Option 2: Direct resolution in the courts of [JURISDICTION].
  2. Initial Subscription Term e.g., 12 months
  3. Renewal Term e.g., 12 months
  4. Renewal Notice Period e.g. 60 days
  5. Affiliate Usage Rights e.g. Affiliates may use the Services under the Customer’s responsibility.
  6. High-Risk and Sensitive Use Restrictions e.g., Services must not be used in high-risk environments without prior consent.
  7. Third-Party Integration Connections e.g., Customer-configured integrations must be specified in the Key Terms.
  8. Third-Party Integration Guidelines e.g., Customer ensures compliance; Provider is not liable unless agreed otherwise.
  9. Usage Limits e.g., Subject to reasonable usage limits based on industry standards.
  10. Overage Fees e.g., Additional fees for exceeding agreed usage limits.
  11. Marketing
    • Option 1: Provider may use Customer Marks for promotional purposes.
    • Option 2: Provider may not use Customer Marks without prior consent.


Supplemental Documentation

All Supplemental Documents are optional, and you can decide whether to make them applicable to oneSaaS. Law Insider Standards provides sample Supplemental Documentation for the following:

  • Add-On Services
  • Trial and Beta Use Services
  • oneSLA
  • oneDPA

Additionally, as outlined in the Key Terms, you have the option to include an Order Form and Security Measures. While we do not provide sample templates for these, here are some key considerations:

  • Order Form:
    Using an Order Form is optional. Alternatively, you can rely solely on the Key Terms and include any additional information in the “Special Provisions” field to address specific needs.
  • Security Measures:
    • If you publish your Security Measures online, you can simply include a URL in the designated field.
    • If you’re using oneDPA, there is a field in its Cover Page where you can specify your Security Measures. Once included in oneDPA, they automatically apply to the Agreement. In this case, you can refer to them in the Key Terms of oneSaaS or omit them entirely from oneSaaS.

This flexible approach ensures that you can tailor the Agreement to suit your specific requirements while leveraging standard and customizable components.


Implementation Process

To ensure the smooth adoption and consistent application of the oneSaaS Agreement, it’s crucial to follow clear guidelines when implementing changes. The framework outlined below is designed to balance flexibility with standardization, allowing users to tailor agreements to their needs while maintaining the integrity and trust of the document. By adhering to these steps, adopters can customize effectively, reduce negotiation friction, and preserve the collaborative spirit of the oneSaaS initiative.

How to Implement Changes

  1. Populate Key Terms with the desired language (examples provided).
  2. Avoid altering Standard Terms directly. Use Special Provisions for necessary adjustments.
  3. Indicate unused optional clauses as Not Applicable rather than removing them.
  4. Include any Supplemental Documents by attaching them as annexes and referencing them in the Supplemental Documents table in the Key Terms.
  5. Minimize use of Special Provisions to prevent excessive negotiations.

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Supporting Tools and Resources

Alongside the core template, oneSaaS includes tools to simplify its implementation and enhance its utility:

User Guidance:
A comprehensive set of resources to support the adoption and use of oneSaaS, including:

  • A “graveyard document” detailing which functions were excluded from the standard and the rationale behind those decisions, providing transparency and clarity.
  • A clear and concise set of core principles that underpin the essence of the agreement, serving as a foundational guide for its implementation and interpretation.
  • Additional tools and artefacts designed to simplify the use of oneSaaS, facilitate its dissemination, and showcase its application in real-world scenarios, ensuring broader adoption and impact.

Software 

User-friendly, free-to-use software tools designed to simplify and enhance the implementation of oneSaaS 

  • Contract Builder: Software to create the agreement without the manual effort of assembling the relevant provisions to suit the user’s requirements 
  • AI Playbook: Software to evaluate third-party agreements against the oneSaaS standard.

oneSaaS is more than a contract template—it’s a complete toolkit for simplifying SaaS agreements, reducing friction, and fostering collaboration between parties. It empowers legal teams to draft, negotiate, and review contracts with unprecedented speed and confidence while maintaining the quality and precision necessary for SaaS businesses to thrive.

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Why Adopt oneSaaS?

Adopting oneSaaS offers a strategic advantage for organizations of all sizes, combining efficiency with quality. By leveraging a standardized, community-vetted framework, smaller companies gain access to a high-quality contract template without the need for extensive legal resources, saving valuable time and effort. Larger organizations benefit from faster negotiations and seamless adoption, enabling them to focus on strategic priorities while maintaining robust and adaptable agreements. Here’s why organizations should adopt it: 

  1. Save Time and Resources
    Adopting oneSaaS allows organizations to streamline their contracting processes with a proven, standardized framework. For smaller companies, this means access to a high-quality, community-vetted template without the need to invest significant time or legal expertise in drafting agreements from scratch. For larger, powerful organizations, oneSaaS accelerates negotiations by providing a recognized and widely accepted standard, enabling legal teams to process high volumes of contracts more efficiently while freeing resources for strategic initiatives.
  2. Foster Collaboration and Consistency
    oneSaaS is built on a foundation of community-driven collaboration, creating a template that promotes consistency across contracts. For smaller businesses, this means presenting a professional, industry-aligned agreement that instills confidence in their counterparties and simplifies negotiations with larger, more powerful organizations. For established companies with significant bargaining power, it ensures a uniform approach to contracts across their operations, reducing friction during negotiations and enhancing trust with partners.
  3. Simplify Complexities
    Contracts often contain overly complex language that can obscure their purpose and hinder negotiations. By focusing on core functions, oneSaaS eliminates unnecessary complexity, creating agreements that are clear, concise, and easy to understand. This clarity benefits smaller companies by reducing the cognitive load and resources required to draft and review contracts, while for larger organizations, it supports scalability and operational efficiency across jurisdictions and business units.
  4. Empower Legal Teams with Cutting-Edge Tools
    oneSaaS doesn’t stop at standardization—it comes with intuitive, free-to-use software tools designed to enhance implementation and streamline the contracting process. For smaller teams, these tools automate repetitive tasks and provide much-needed support, enabling them to achieve more with limited resources. For larger organizations, the tools integrate seamlessly into existing workflows, driving efficiency while enabling legal teams to focus on strategic, high-value projects.
  5. Unlock Strategic Advantages
    oneSaaS offers unique benefits to organizations of all sizes. Smaller companies gain access to a trusted, high-quality template that levels the playing field and builds credibility in negotiations with larger counterparties. Powerful organizations, on the other hand, can lead the charge in standardization, demonstrating industry leadership while optimizing their own contracting processes. For both, adopting oneSaaS means faster, more efficient negotiations, cost savings, and contracts that scale with their business needs.
  6. Transform Legal
    oneSaaS is more than a template—it is a transformative framework for modern SaaS contracting, delivering tangible benefits in efficiency, scalability, and collaboration while setting the stage for broader industry-wide impact.

 

Contributors

Electra Japonas
Chief Legal Officer

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