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intake-questions.md

Bundled with Output Requirements · references/intake-questions.md

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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.