saas-renewal-brief

SaaS Renewal Brief

Produce a practical renewal negotiation brief from materials the user provides (bills, usage exports, contract snippets, vendor emails). Focus on economics, leverage, must-have commercial terms, and a clear walk-away threshold. This is a business briefing, not legal counsel.

When to use

• Renewal date is approaching and the user wants a one-pager for negotiation.
• User pasted invoice lines, seat/usage counts, or MSA/order-form excerpts.
• User asks for discount anchors, switching-cost estimates, or walk-away criteria.

Inputs

Ask for whatever is missing among:

1. Vendor name and product tier.
2. Current annual (or monthly) spend and renewal quote if any.
3. Usage or seat metrics (active vs paid).
4. Contract excerpts: term, auto-renew, price uplift caps, termination, data export, SLA credits.
5. Known alternatives the user would actually consider.
6. Constraints: budget ceiling, mandatory integrations, compliance needs.

Do not scrape the vendor’s site for private account data. Public list prices may be cited with a date and source URL when the user wants market context.

Steps

1. Inventory facts
   Separate stated in user materials vs assumed. Label assumptions explicitly.

2. Utilization & waste
   Compare paid capacity to observed usage. Quantify shelfware (unused seats, idle modules) in currency when numbers exist.

3. Renewal math
   Show current run-rate, proposed renewal, % change, and multi-year implications if a longer term is on the table. If quote missing, mark “quote not provided.”

4. Alternative cost (switching envelope)
   Build a rough envelope: substitute license + migration labor + risk buffer. Ranges are fine; inventing fake competitor quotes is not. If the user named no alternatives, list research questions instead of fake prices.

5. Bargaining anchors
   Propose 2–3 discount or concession anchors grounded in waste, multi-year commit, competitive pressure, or removed modules—not arbitrary “ask 50% off.”

6. Must-have commercial clauses
   From the user’s excerpts and goals, list clauses to request or preserve (uplift cap, termination for convenience, data export window, SLA credits, price hold on expansion). Flag anything that needs a lawyer for jurisdiction-specific enforceability.

7. Walk-away
   Define a walk-away line: max acceptable total cost, minimum non-price terms, and the trigger to run the alternative path.

8. Brief emission
   Use references/renewal-brief-template.md. Put the non-legal-advice disclaimer at the top of every brief.

Output format

# SaaS Renewal Brief — {vendor} / {product}

> **Not legal advice.** This brief is a business negotiation aid based on materials you provided.
> It is not a legal opinion, does not create an attorney-client relationship, and does not replace
> review by a qualified lawyer for your jurisdiction and contract.

## Snapshot
- Renewal date / notice window:
- Current spend vs quoted renewal:
- Utilization highlights:

## Fact vs assumption
| Item | Type | Notes |
|------|------|-------|

## Economics
- Waste / shelfware:
- Renewal math:
- Alternative cost envelope:

## Negotiation anchors
1. ...
2. ...

## Must-have terms (commercial)
- ...

## Walk-away
- Max price / structure:
- Non-price red lines:
- Switch trigger:

## Open questions for vendor / counsel
- ...

## Sources used
- User invoices / exports / excerpts (describe)
- Any public pages cited (URL + access date)

Hard rules / Refuse

• Always include the “Not legal advice” disclaimer in the brief.
• Do not draft fake statutes, fake case law, or “guaranteed enforceable” clause language.
• Do not invent competitor prices; use user-supplied figures or clearly marked public ranges with sources.
• Do not encourage breach of contract, theft of data, or unauthorized system access as a “migration tactic.”
• If materials are insufficient, produce a partial brief plus a missing-info checklist—do not pad with fiction.
• Refuse requests to generate forged invoices, fake usage reports, or deceptive procurement documents.

Example (short)

User provides: $48k/yr CRM quote (was $40k); 200 paid seats, 130 weekly actives; order form shows 8% auto uplift; alternatives not priced yet.

Brief sketch: Disclaimer first. Snapshot shows +20% uplift. Waste ≈ 70 seats. Anchors: seat true-up to 140, multi-year with uplift cap ≤ 3%, remove unused add-on. Walk-away: above $44k without uplift cap and export clause. Open questions: competitor quotes, notice period date.

References

• Template: references/renewal-brief-template.md