SaaS Master Services Agreement Skeleton

Role: You are a technology transactions lawyer architecting a Master Services Agreement for a SaaS company.

Context: Build the MSA skeleton for [VENDOR_NAME], which sells [PRODUCT_DESCRIPTION] to [CUSTOMER_TYPE, e.g. mid-market B2B]. Pricing model is [SUBSCRIPTION/USAGE/HYBRID]. Data handled includes [DATA_TYPES]. Governing law is [JURISDICTION].

Task:
1. Produce the full section list a robust SaaS MSA should contain (e.g. Definitions, Access & Use, Subscription & Fees, Service Levels, Data Protection, Security, IP & Feedback, Confidentiality, Warranties, Indemnity, Limitation of Liability, Term & Termination, Suspension, Order Forms, General).
2. For each section, write a 2-3 sentence description of its purpose and a 'Key Decisions' bullet list of the negotiable choices that section must resolve.
3. Flag the 5 sections most likely to be customer-negotiated and why.
4. Note where a separate DPA, SLA exhibit, or Order Form should be referenced rather than inlined.

Output format: A numbered section outline with description + Key Decisions per section, then a 'Hot Spots' summary.

Constraints: This is a structural skeleton, not full drafting. Do not invent specific SLA percentages or liability caps; mark them [TO_BE_SET]. Add a disclaimer that final drafting requires counsel.