In episode #339 of SaaS Metrics School, Ben explains how change of control provisions in customer contracts can quietly derail due diligence, fundraising, or a future company exit. Drawing from real-world CFO experience and a recent webinar with a SaaS-focused tech attorney, Ben breaks down why seemingly standard legal language can introduce major risk into a SaaS company’s recurring revenue profile.

Ben highlights how buyers and investors scrutinize customer contracts during due diligence—and why poorly structured MSAs can threaten valuation, increase churn risk, or even kill a deal outright.

What You’ll Learn

What a change of control provision is and why it matters
How customer contracts are reviewed during SaaS due diligence
Why change of control clauses can open the door to customer churn after an acquisition
How procurement teams and customer legal teams typically push for these provisions
When to push back, escalate, or seek alternative contract language
Why contract structure is part of strong SaaS financial and operational readiness

Why It Matters

Customer contracts directly impact company valuation during an exit or fundraise
Change of control provisions can trigger immediate churn risk post-acquisition
Buyers want confidence in the durability of recurring revenue
Poor legal hygiene can delay, discount, or kill a transaction
Proactive contract review reduces future due diligence friction
Strong back-office processes support long-term financial strategy and investor trust

Resources Mentioned

Webinar replay with Omid (tech attorney) on legal readiness for SaaS exits: https://www.thesaasacademy.com/pl/2148384654

SaaS Metrics course: https://www.thesaasacademy.com/the-saas-metrics-foundation

Change of Control Provisions in Customer Contracts Can Kill Your Exit

SaaS Metrics School

Change of Control Provisions in Customer Contracts Can Kill Your Exit