When negotiating a saas terms of service (representing the vendor of course), I am often trying to explain to my client the difference between an indemnity and a breach of contract claim. I have been noodling on this for years, trying to figure out a simple way of explaining probably
Machine learning agreements or AI agreements are super new, and actually very interesting. Not much has been written on these agreements, so I thought I would share a few thoughts on the big issues (from the perspective of the AI/machine learning software vendor). So here goes. HOW THE AI SYSTEM
We represent lots, literally 100s and 100s, of SaaS companies and there are a few nuggets of useful information that we want to share with other SaaS companies when they think about negotiating an enterprise SaaS agreement. Ok, here goes. Setting the Right Expectations. I find that setting the right
I have always thought that disclaimers were good things to add to SaaS agreements, but this very recent case demonstrates that they really can make a difference in a legal dispute. By the way, a disclaimer is a statement regarding things you are not liable for. Example, if you provide
Let met explain. Some SaaS companies add all kinds of things into their SaaS agreements, and when you are finished reading the agreement you understand everything possible about their offering. While this kind of makes sense at first blush, when you unpack this a little and deal with these types
These Words are ‘Dangerous’ in Any SaaS or Software Agreement. I have seen wording like this in SaaS or software agreement orders or templates, and it has always bothered me. A case from 2014 addressed this issue head on, so I thought I would share the outcome of the case with
3 Things to Consider When Creating your Enterprise SaaS Agreement Lots of clients ask me to help them with their enterprise SaaS agreement models. The discussion always starts with; well tell me about your ‘enterprise’ SaaS offering. Too often the clients don’t have it all mapped out, so we then
Well it is a little of both, but let me explain. I learned something about the Salesforce.com agreement that totally changed my thinking about SaaS and PaaS agreements, and service level agreements (SLAs): there is no SLA in the Salesforce.com agreement. Yep, you read it right; there is no SLA
Don’t be surprised if you don’t totally understand this SaaS agreement question, even though you want to know the answer. Ok, let me explain, and this will (hopefully) become clearer. In every SaaS transaction, the law imposes a liability model that is limited only by what your customer can prove
Ok, let me explain what I mean. Enterprise customers too often want to make up their own terms (i.e rules) regarding how they use your software service. As a result, you really need to think about linking price with terms (in your SaaS agreement). How does this work, well let’s
Ok, I need to define a term first. ‘Strategic uncertainty’ = when a party to say a cloud services agreement intentionally tries to create an ambiguity in a clause, so they can later use it for their benefit (in a dispute of course). Look agreements are all about certainty and rules,
3 Things to Consider When Drafting Your Cloud Services Agreement While there are a lot of things you should think about when drafting your cloud services agreement, here are 3 things you should definitely think through. 1) Clarity. While not all lawyers agree, I think cloud services agreement in particular should
The simple answer is no, don’t do it. Ok, let me explain. Background: Where is this whole idea even coming from in the SaaS law or software law regime? Many customers are counseled or taught (BTW, there are lots of companies teaching your customers how to negotiate and buy from
Should I Make SHORT-Term or LONG-Term Commitments to My SaaS Customers? Have you thought about which parts of your SAAS customer contract commitments should be a short-term, and which parts should be long-term? Well, if you have not thought about it, then how about we do that now. What Should/Could
Hey this used to be an easy answer (you owned them and you had possession of them), but these days of LinkedIn, Twitter, Facebook, etc., it is not so simple. Here are some thoughts on this software sales compensation issue. 1) Where are Your Sales Leads Stored (aka who has
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