Every Software-as-a-Service (“SaaS”) company runs on a stack of commercial agreements: the Master Subscription or Services Agreement (“MSA”) that governs the relationship, the order form or Statements of Work (“SOW”s) that scope each engagement, and the Data Processing Agreements (“DPA”s), Service Level Agreements (“SLA”s), and Non-Disclosure Agreements (“NDA”s) that back them up. I have negotiated these same documents as outside and in-house counsel to SaaS, technology and other legacy businesses, so I know which terms are actually negotiable and which ones matter operationally, not just on paper. I also flag risk and negotiate disputes before they become litigation, so the agreement holds up if the relationship gets rocky later.
What This Covers.
- Master Subscription and Services Agreements
- Statements of Work and order forms
- Data Processing Agreements
- Service Level Agreements
- Reseller, channel, and vendor/partner agreements
- Non-disclosure and confidentiality agreements
- Software licensing agreements
- Contract dispute negotiation and resolution
Why Work With Me?
In addition to my 20+ years of overall practice, the first decade of which was exclusively in private practice, I have spent the past decade as in-house counsel for national and global software and SaaS companies, negotiating the contract stack described above from the customer, vendor, and platform side. That means I can tell you not just what a clause means, but how it plays out when your customer success or engineering team actually has to live with it.
Frequently Asked Questions
Looking to get started?
Simply reach out to me here. Share your situation and concerns, and let me show you how I can help.
What’s the difference between a DPA and an SLA?
A DPA governs how personal data is handled and is often required by law. An SLA sets uptime, support, and performance commitments. Most SaaS contracts need both, referenced from the MSA rather than restated in it.
Do I need both an MSA and a SOW?
If your product involves a subscription plus any custom implementation, onboarding, or professional services, yes. The MSA governs general terms applicable to every transaction with a customer, such as liability, IP, and confidentiality; each SOW then covers deal-specific scope and fees for that transaction (e.g. a 1-year subscription) without reopening the general overarching terms contained in the MSA.
Have Questions?
Tell me about your contract.