Change of Control Provisions in Customer Contracts Can Kill Your Exit

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