SaaS Agreements – Part 3
And now for the conclusion of SaaS agreements…. 8. Warranties. Software providers try to disclaim every possible warranty in their agreements. When they are willing to provide any warranty, it is likely because there are multiple redundancies in the software that enable to the software to function under most every circumstance. That being said, customers […]
SaaS Agreements Part 2
For those of you who missed part one, please click here. I am diving right in. 5. Customer Support. For software companies, there is a delicate balance to be struck the amount of customer support and the pricing for customer support. Smart software companies have already decided these issues well before customer outreach starts. Customers […]
SaaS Agreements – Part 1
Everyone knows software rules the world. Few people know how to draft and to negotiate Software as a Service (SaaS) Agreements. Before analyzing any contract language, it is important to list the key terms and conditions in a SaaS Agreement: This article will address the first four points above. 1. Access Rights and Users: Software […]
IP Licenses Are IP Leases
An intellectual property license is a lease for use of Intellectual property. If attorneys and their clients understood this elemental principle, then licensing negotiations would often be less complicated, less fought over, and less expensive. Certain words are used in the same manner in both types of agreements, such as the words “term”, “termination”, and […]
When Good Non-Recourse Loans Go Bad
More than $5 trillion of commercial real estate-related debt is scheduled to mature by the end of 2024. Significant demand to refinance debt over the next fourteen months will occur regardless of economic conditions. But current and anticipated economic conditions for commercial real estate owners are not promising. Finding affordable refinancing opportunities will grow increasingly […]
Force Majeure Clauses Remain Very Important
Simply adding “pandemics” or “Covid-19” to force majeure clauses is lazy lawyering. Courts analyze force majeure clauses according to their specific language. Ironically, this is one area where attorneys are failing to put in the time—billable time!—to ensure their clients are properly advised. The following are issues that are commonly overlooked: How does climate change […]
Smart Ways To Minimize Legal Risk
Smart businessowners understand managing legal risk increases a company’s bottom line and, therefore, its value. More than ever, attorneys are the generals leading defense preparation and implementation to protect the company’s assets from attacks coming from every direction. It is well understood business risks are frequently unintended or unforeseen. When this happens, the company faces […]
Price Escalation Clauses
Inflation has made price escalation clauses a relevant topic. Yet many of these clauses fail to create a clean, straightforward understanding as to how the escalation will work. A well-drafted price escalation clause should have the following five elements: Many business considerations need to be addressed within the five elements. In talking with business owners […]
Limitation of Liability Clauses
A limitation of liability clause is a term in an agreement that limits potential exposure if a lawsuit or claim is filed. Liability caps can focus on prohibiting liability beyond specific amounts of money: This is rather straightforward. Limiting the types of damages that can be recovered is trickier. Many agreements permit parties to recover […]
#MeToo Clauses
#MeToo clauses are still relatively new additions to the numerous representations and warranties in M&A agreements. These clauses focus on a seller’s knowledge or awareness of accusations of sexual misconduct against its executives and others, which could be internal and financial land mines. It is unsurprising that these provisions are now being inserted into other […]
