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: never shut down a customer’s site or disable their software access over a billing dispute unless your contract explicitly gives you the right to do so. Taking that step without clear contractual authority exposes you to a Computer Fraud and Abuse Act violation, which is both a civil
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: a short, plain-English FAQ is the most underused tool in SaaS selling. It explains the intangible thing you sell, answers procurement and legal before they ask, and lowers the anxiety that stalls deals. FAQs are not used enough by SaaS companies in selling and SaaS contract negotiation. Frame
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: no. A SaaS contract negotiation is not just about price and functionality. Whether it is a small deal or an enterprise SaaS negotiation, you also have to win the buyer’s emotional side (trust, transparency, and likability), not only the logical side. The dollars and functionality of the SaaS
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: yes. In SaaS negotiations you should keep price and contract terms linked, because once price is settled the customer has no incentive to stop asking for more terms, and you end up giving concessions for nothing. Enterprise customers often want to write their own terms about how they
Short answer: telling your customers to back up their data, in the contract, in the product, and in your documentation, is a cheap and genuinely effective legal defense. A Utah Supreme Court case shows that those customer data backup warnings, combined with a disclaimer of indirect damages, can get a
Short answer: saying “no” well is a core software-negotiation skill. The move is William Ury’s “Yes, No, Yes”: name the interest behind your no, deliver the no clearly, then hand the other side a path to yes. This is fundamental in any software negotiation, and something you have to master.
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
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