Most US AI rules put the disclosure duty on your customer, not on you. If you added AI features by calling a third-party foundation model, you are a service provider. Here are the three assistance duties you actually owe, the one obligation nobody can make you take on, and the mistake that flips you into controller status.
If you sell an auto-renewing subscription, your SaaS subscription agreement (and the cancellation flow that goes with it) is under more legal pressure now than it was a year ago, even though the FTC’s federal “click-to-cancel” rule was struck down in 2025. Enforcement didn’t stop. It just shifted to older
Short answer: security due diligence is the primary bottleneck in enterprise SaaS deals today. The Vendor Security Alliance standardizes the security questionnaire buyers send vendors, letting you prove your security posture once in a trusted format rather than answering a custom questionnaire for every enterprise deal. As a SaaS attorney,
Short answer: the three nuggets every enterprise SaaS vendor should remember are: set expectations early, link price to terms, and keep the agreement simple. We represent lots, literally 100s and 100s, of SaaS companies, and there are a few nuggets of useful information we want to share with other SaaS
Short answer: a disclaimer states what you are not responsible for, and a well-placed one can get a fraud or misrepresentation claim dismissed, as the real case below shows. Every SaaS vendor should carry a short set of responsibility disclaimers, in the agreement and where the risky decision actually happens.
Short answer: if you sell SaaS, you are selling trust. A public trust site — separate from your contract — shows enterprise buyers your security posture, uptime history, and compliance status in one place. It closes deals faster than any amount of contract language can. Since I first wrote about
Short answer: your software infringement indemnity should cover only your software, not your software combined with the customer’s or a third party’s technology. In AFLAC v. Intervoice, the vendor owed no indemnity because the infringement claim arose from that combination. This is what to know about the “combination exception” to
Short answer: insurance is a form of indemnity, a way to shift risk by contract. A SaaS company should carry commercial general liability, workers’ compensation, auto, and umbrella coverage, but most important is technology insurance (data breach, bug/glitch, and errors and omissions), because standard policies do not cover intangible losses
Short answer: acceptance criteria are subjective (“the customer decides if it is good enough”) and completion criteria are objective (“we delivered X, here is the proof”). As a vendor, you want completion criteria in every SOW, because that is what gets you paid. As a SaaS attorney, I run into
Short answer: do not let your RFP response get pulled into the contract. It was written as marketing, it is full of puffery, and embedding it creates both litigation risk and revenue-recognition problems. The simple answer is no, do not do it. Let me explain. Background. Many customers are counseled
Short answer: the Harvard Program on Negotiation is the best available resource for software contract negotiation training, because it teaches a principled, collaborative methodology that fits the long-term, relationship-driven nature of software and SaaS deals. Send yourself, your head of sales, or your CFO. There are many negotiation training programs
Short answer: when a customer insists you sign their form agreement (their “paper”), do not just say yes to close faster. Negotiate it, remember their changes affect your price and your timeline, and aim for paper that limits your risk, stays administratively workable, and still matches your model so you
Short answer: the most important move in a software or SaaS negotiation is to educate the buyer about your model. They are buying something intangible, so if you do not explain how it works and how it is priced, they overestimate the risk and hand you terms you cannot sign.
If you negotiate software or SaaS deals, two books will do more for you than any “closing tactic” ever will: Getting to Yes and Difficult Conversations. Both come out of the Harvard Program on Negotiation, and both work on real deals, not just in theory. One of the most important
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