It is a little of both. I learned something about the Salesforce.com agreement that changed my thinking about SaaS and PaaS agreements and SLAs: there is no SLA in the Salesforce.com agreement. What Salesforce.com realized — and you need to remember — is that you are first and foremost selling
There are some great lessons here regarding SaaS confidentiality agreements (aka NDAs). Background: A startup SaaS company disclosed its confidential consumer electronic buyback program information when trying to win the business from a ‘prospective customer’ = Best Buy. Best Buy gave all the right buying signals and Techforward went even further and
Don’t be surprised if you don’t totally understand this SaaS agreement question. Let me explain. In every SaaS transaction, the law imposes a liability model limited only by what your customer can prove as damages under contract law. Each SaaS agreement has an embedded contractual risk/liability model (the limitation of
Enterprise customers often want to make up their own terms about how they use your SaaS service. You need to think about linking price with terms in your SaaS agreement. 1) De-Linking Price and Terms. Most enterprise customers try to de-link price and terms — negotiate price first, then later
Tell Your Customer to Back Up Their Data (so Says the Utah Supreme Court). The Utah Supreme Court ruled in June 2012 that when a software vendor is sued for software-caused destruction of customer data, it really matters whether the software vendor told the customer to back up its data.
First, a definition. “Strategic uncertainty” = when a party intentionally creates an ambiguity in a contract clause so they can later weaponize it in a dispute. Agreements are about certainty and rules, so uncertainty is generally not a good thing. It is near impossible to be clear on everything, but
3 Things to Consider When Drafting Your Cloud Services Agreement While there are many things you should think about when drafting a cloud services agreement, here are 3 you should definitely think through. 1) Clarity. Cloud services agreements should be drafted as clear as possible. Your customers want to understand
You may have heard of this open source license, but if not, here are a few things every SaaS company needs to know about the Affero GPL or AGPL (from the perspective of an open source attorney). 1) If you use AGPL’d code or modified code in your SaaS offering,
FTC’s Negative Option Rule & Online Offers/Renewals: What You Should Know. The Federal Trade Commission has a rule called the Negative Option Rule, which every SaaS and software company should know about. Definition: Negative Option means — when someone “fails to act” (silence) it counts as accepting a contract. Q:
The simple answer is no, don’t do it. Let me explain. Background. Many customers are counseled or taught to send out long RFPs that ask for the world, then at the contract stage demand that your whole RFP response become part of the final contract. Bad idea. Three reasons: 1)
Should I Make Short-Term or Long-Term Commitments to My SaaS Customers? Have you thought about which parts of your SaaS customer commitments should be short-term and which should be long-term? What Should Be Short-Term? SaaS models are not perpetual (unlike a traditional perpetual software license). Functionality and features change along
This used to be an easy answer — you owned the leads and had possession of them. These days of LinkedIn, Twitter, Facebook, etc., it’s not so simple. 1) Where are Your Sales Leads Stored? Old days: CRM (internal) + Rolodex (internal, portable) Now: CRM (internal), Rolodex (internal, portable), and
Gartner Wrote It (About the Cloud), But Here is a Software Attorney’s Take. Gartner wrote this interesting piece recently called the “Rights and Responsibilities for Consumers of Cloud Computing Services” and published it in the Cloudbook. It is worth a read, and I also have added some of my insights on how and
A Software Lawyer’s Take on Forrester’s Software Licensee Bill of Rights. As a software lawyer that represents software and SAAS companies, I thought my perspective on the Forrester Software Licensee Bill of Rights may be useful to you (this is something that may come up during your customer software negotiations). In case
I am not a patent attorney, but I know when to strategically use them. A recent news story is a great example of when to buy a SaaS patent. You may have heard of Groupon. The angle for you: learn how they are using patents to beat new startups trying
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