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: a little of both, but mostly trust. The lesson from Salesforce.com is that there is no SLA buried in its subscription agreement; the uptime and security commitments live on a public “trust site” instead, which shortens the contract negotiation and builds more trust than an embedded SLA ever
Short answer: a SaaS confidentiality agreement (NDA) is not boilerplate. In the Techforward v. Best Buy case, a startup disclosed its trade secrets to a prospect that walked away and built a copycat, and the NDA is what turned that into a $27 million judgment. Use one, disclose in layers,
Short answer: every SaaS agreement has a built-in liability model, the limitation of liability clause, and it is the single most important commercial term in the contract. It caps what you can owe when something goes wrong, and most vendors fall into one of three common models. Do not be
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: the thing you do not want in a cloud services agreement is “strategic uncertainty,” vague clauses a counterparty can weaponize later. Nail down money, restrictions, and disclaimed risks, and define the soft words (like “undisputed”) so they cannot be gamed. First, a definition. “Strategic uncertainty” is when a
Short answer: draft your cloud services agreement for clarity and transparency, and only commit to obligations you actually control, because outside of indemnities your liability generally flows from being in breach. There are many things to think about when drafting a cloud services agreement, but here are three to get
Short answer: the Affero GPL (AGPL) closes the “SaaS loophole” in the GPL. If you use AGPL’d code in a service users reach over a network, you must make the source code available, even though you never “distribute” the software. You may have heard of this open source license. If
Short answer: the FTC’s Negative Option Rule is the federal standard for how you sell subscriptions, free-to-paid trials, and auto-renewals, and the core idea is simple: you cannot treat a customer’s silence as a “yes.” The headline “Click-to-Cancel” version of that rule was struck down by a federal appeals court
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: in SaaS, keep your substantive commitments (functionality, features, support, and pricing) short, a year or less, because the model is built to change. The one thing that is genuinely meant to be time-bound is the customer’s subscription term itself. The SaaS term length question I get from vendors
Short answer: your sales leads should belong to the company, but social media has blurred the line. Settle it in advance with a policy and employment-agreement language that says all contacts are company property, including connections made on LinkedIn, and back it up by treating the list as a trade
A cloud agreement is the contract between a cloud or SaaS vendor and its customer, and a good one nails down the things a customer cannot afford to leave to chance: who owns the data, what the service level is, and how data comes back when the deal ends. Years
A Software Lawyer’s Take on Forrester’s Software Licensee Bill of Rights. Short answer: Forrester’s “Software Licensee Bill of Rights” is a buyer wish list, and several items collide with a vendor’s legitimate right to set its own pricing and licensing model. Know your stance on each one, because these arguments
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