SaaS Attorney – Top SaaS Contracts Negotiations Attorney

Top rated SaaS business contract agreement attorney lawyer Andrew S. Bosin LLC offers expert, experienced SaaS Contracts, Agreements negotiations legal advice and services. Please call Andrew for a free consultation at 201-446-9643 | andrewbosin@gmail.com.

As an expert SaaS contracts attorney, lawyer Andrew combines his twenty years of business litigation experience, with experience gleaned as both a Tech Startup Attorney specializing in SaaS law and the years he spent as a SaaS entrepreneur to help SaaS clients achieve their goals.

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Andrew started his Law Firm to serve Startup companies and SaaS small businesses, regular people all across the US no matter where located who need an attorney but don’t want to subsidize the typical law firm overhead. When you work with Andrew, you pay for his knowledge, experience and training not for some fancy office with a million dollar view. You are also getting one of the most accessible and experienced Technology Attorneys across the US. Andrew’s clients know that they can text him day, night and on weekends and typically get a response from him within minutes. You have to ask yourself – do you get that level of personal service from your Technology SaaS Attorney?

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Andrew also understands that your company’s cash is precious. What if you could find a tech-savvy lawyer who operates as leanly as you do? Andrew had something a little bit different in mind when he founded his firm. He wanted to work with companies that were newer and not quite as big, ranging from startups and early-stage companies to small businesses. These companies are often priced out of high-quality legal representation, which is unfortunate, because they need it as much as anyone else. Andrew’s law firm fills this gap by offering top-tier legal services, typically on a fixed-fee basis. Resource-conscious companies get what they need and know what they’ll pay, whether it is for a specific project such as drafting by-laws or for an operating agreement or for day-to-day legal needs in the form of general counsel legal services.

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Andrew thinks a little differently than most attorneys. He’s been in your shoes – as a former SaaS entrepreneur who built and scaled a Delaware C Corporation with partners he knows it can be frustrating to always be thinking about what is being done and how long it takes. That’s why Andrew tries to work on a flat fee basis as often as he can. Andrew will keep you informed and talk to you a lot about what he is doing and why, and he will look to you to participate in that conversation. Andrew won’t tell you what to do; rather, Andrew will tell you the pros and cons and help you make informative, objective decisions.

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Andrew’s process to getting a legal agreement finished and accepted by his clients is pretty simple: When Andrew is finished with a draft of an agreement he gives the client access to it in his cloud. Andrew asks his client to review the agreement and make any comments necessary on the right rail of the agreement. Over the next few days or so Andrew and his client work to resolve all of the comments between them getting to a finished product.

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One of the first things Andrew says to his clients when he has finished a draft of an agreement for them to review is that he wants them to ask as many questions as they want because he believes no question is a stupid one. Andrew wants his clients to understand fully all of the legal risks, obligations and drawbacks related to the agreement they are about to enter into with another party. At the end of the legal agreement review process, there should be no doubts in the minds of Andrew’s clients about what their company’s legal obligations are when finally signing the piece of paper.

Andrew looks for clients that share his philosophy of business and the world, that it’s complex, sometimes confusing and we should do everything we can to make it more straight forward, clear and simple, which means focusing on the issues that really matter while blocking out the noise and the risks associated with startups that are more theoretical than really practical. What Andrew believes he does a good job of doing which he got from his own entrepreneurial experiences is getting startup clients to focus on what stage of the life cycle their business is in and to execute flawlessly at that stage whether its signing up customers or closing a capital financing round.

All too often Andrew sees startups lose focus and try to plan or execute on things that are down the road which should be instead on the back burner as a future project. As a former entrepreneur Andrew knows from his own startup experiences how difficult it is to not try to juggle a million things at once. Andrew tries to focus his startup clients on getting done well what is right in front of them so that future tasks are set up for success.

What Andrew knows is that the world of business and law is too often gray. Andrew does his best to give you solid information about which direction to take but he cannot do it alone; he needs your involvement as the client. It’s not just the SaaS Subscription Agreement that Andrew drafts he also drafts strong, effective Terms of Use, Privacy Policy, Terms of Service (TOS) and Terms and Conditions website Agreements.

As an experienced SaaS Attorney and also SaaS entrepreneur Andrew understands the ups and downs of getting a SaaS business off the ground and that if a SaaS startup goes out of business it’s probably because it ran out of money or failed to execute flawlessly on its business plan. These two critical components, money and flawless execution, are so simple to say but on the other hand so difficult to attain and accomplish.

As an expert SaaS Lawyer and accomplished SaaS entrepreneur, Andrew understands that most startups simply don’t have the business experience or acumen to understand how to create financial projections taking into consideration revenues, costs and expenses and all of these things as future line items, one, two or eight quarters down the road. If a startup cannot understand every cost component to its business today and also have the ability to project out costs, revenues and expenses quarter over quarter over the next two years or so it will never have the ability to attract a serious investor, let alone have a real chance at success. Never lose sight of the fact that your dreams as an entrepreneur are an investor’s risk; an investor is measuring your business acumen and ability to run a startup business just as much as they are trying to value the product or service you have created.

Most startups don’t have a clue about the myriad of costs and expenses it will undertake and incur in trying to build out a business. As such, most startups cannot fundamentally understand from a business standpoint not only how much money they need to raise but how to budget and spend this money wisely over the next few years.

Andrew gets calls every week from entrepreneurs seeking advice about how to build a startup and what steps should they take. Andrew tells them that they should read everything they can find online or in print that deals with the startup grind. Unfortunately, most startups struggle to create pitch decks, sales decks and financial projections. Don’t get caught up in the hype of what you are doing or what collectively you and your partners believe is the potential value of your product and service. Instead, focus on executing flawlessly at each stage of your startup and leave your ego at the door. Remember, if you are on a call with a potential customer and you go on and on about how everyone loves your product the next question that is going to come out of the mouth of the potential customer is “where can I see your product running live with a customer using it.”

You need to come up with creative ideas to attract customers to use your product or service. Perhaps, it’s a longer contract, say two years and you give the customer a nice discount for signing up. Without revenues and customers it is going to be difficult to build any traction whatsoever with sophisticated investors.

Because you raised let’s say $1 million does not mean that your company is going to be successful. Perhaps you have not even built your product yet. Now, compare your company to a startup that has raised the same amount of money, however, they bootstrapped and built a proof of concept. This other company does not need to use the raised capital to build its product. Rather, they can use the funds for their legal and marketing and sales budgets and also to attract key hires.

Each year Andrew speaks with hundreds of entrepreneurs. The differences between successful entrepreneurs and those who are not successful is night and day. Successful SaaS entrepreneurs will risk their own money to build a SaaS product and they know right from the beginning what their exit strategy is going to be. 

SaaS startups that are not successful have a lot in common also starting with the fact that they have little to no funding. They also have no real clue about how to properly market and sell their SaaS products to enterprise customers nor do they have the capital for a meaningful marketing and sales budget. 

On the other hand, successful SaaS entrepreneurs know that they have to either build substantial marketing and sales processes or leverage their own connections to sell their software. Or, they can license automated marketing and sales software which is not cheap. Unfortunately, most startup companies don’t have the money to afford such monthly capital expenditures and rely on the old fashioned way of trying to connect with potential customers which typically involves sending out a ton of unsolicited emails to individuals that might or might not be interested in their product.

It’s also much tougher sledding for SaaS entrepreneurs who have no real track record in building, scaling and perhaps exiting a SaaS company. Without this track record it will be difficult to sign up a lot of new customers unless your product is really incredible.

When it comes to transactions or situations your technology startup might face, Andrew has done it all. From forming and organizing a new business, LLC, or Delaware corporation or preparing to sell it, Andrew offers a full complement of legal services, at a flat fee, that far surpass basic legal advice.

Please read Andrew’s article about SaaS legal fees.

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Please watch SaaS Attorney Andrew S. Bosin, Esq. discuss SaaS Terms and Conditions, Terms of Use, Terms of Service (TOS) and Privacy Policy Agreements.

Andrew represents SaaS startups, vendors and companies all across the US located in Phoenix, Charlotte, San Jose, CA, Boston, Atlanta, Kansas City, Tampa, Orlando, Nashville, Dallas, Silicon Valley, New York City, Washington DC, Salt Lake City, Houston, Pittsburgh, Rochester, Columbus, Ohio, Cleveland, Las Vegas, Cincinnati, Oklahoma City, San Diego, Connecticut, Buffalo, Long Island, Los Angeles, Miami, Albany, Raleigh, Indianapolis, Denver and Chicago.

If you’re looking for a top SaaS Contracts Lawyer you don’t have to look any further than Andrew. His skill set in having devoted thousands of hours into his own SaaS company is hard to match by other lawyers and it is this experience combined with his legal acumen that has clients seeking his advice from all across the US.

Andrew is located in New Jersey just outside New York City and can help you with all of your SaaS legal needs no matter where you are located in the US.

Top Rated, Five-Star SaaS Contracts Lawyer Reviews, Ratings and Testimonials Offered By Satisfied Clients are located on the Andrew S. Bosin LLC Google My Business page.

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Please call Andrew for a free consultation at 201-446-9643 | andrewbosin@gmail.com.

Andrew Offers Affordable, Low Cost, Flat Fee SaaS Legal Packages

Andrew spent more than twenty years working in traditional law firms billing clients the same old tired way by the hour. Andrew was determined that the traditional law firm legal fees billing model not be used as part of his new Startup law firm’s client billing model. Andrew’s business model is different in that he charges clients fixed rate flat legal fees for each project.

Being an entrepreneur himself (Andrew also built and scaled a SaaS company with partners) Andrew understands better than most attorneys that early stage emerging growth startup companies want a level of certainty when it comes to the exact amount they want to pay in legal fees. Most startups cannot afford to pay a traditional law firm the $7,500 or $10,000 as a retainer fee to begin their project. Rather, Andrew charges a fixed, flat rate legal fee so each client knows exactly what they are ultimately paying in legal fees.

Andrew offers three easy steps to getting your legal project done.

Step 1 – You schedule a free consultation to discuss your legal project.

Step 2 – You pay a one-time flat fee for the project.

Step 3 – Andrew does the work, no matter how long it takes. Unless the client totally changes the direction of the project necessitating additional legal work, Andrew will not charge you a dime more to complete your project. 

LEGAL SERVICES FOR STARTUPS AND EMERGING COMPANIES

Startups

• Business Entity formation (advice on personal asset protection and tax liability, funding and operational considerations, location of business entity)
• Financing structures (sources of financing, funding rounds, obligations with equity capital and borrowing, SAFE’s and Promissory Notes)
• Delaware Corporation Governance Documents and Legal Agreements (articles of incorporation, bylaws, operating agreements, shareholders agreements, founders agreements, advisor agreements, corporate records, resolutions)
• Intellectual property (confidentiality, IP assignment, contribution and licensing agreements)
• Employment issues (NDA’s, confidentiality agreements, non-solicitation agreements, employment policies and procedures)
• Advisor Agreements
• SaaS, Software and Cloud MSA, Subscription, EULA, Reseller, Vendor, Customer and Enterprise Agreements

What Are Some Legal Issues To Be Aware of When Entering Into a SaaS Agreement With a Vendor

1. What Are The Differences between SaaS Web Based based Software and Traditional Software Licensing?

The two main differences are accessibility and price. With traditional software you make a purchase, a vendor gives you key or you can install the software on your computer or enterprise network systems and as long as you comply with the terms and conditions you can use the software. On the other hand, SaaS software is cloud web based and as soon as you sign the contract and pay your fee the software is available to be accessed by an internet connection.

The other big difference between SaaS and traditional software is the price. While traditional software typically charges a one-time fee, the user of SaaS software will most likely pay a monthly fee to access the software. And, unlike traditional software, the user of SaaS Software does not own the software.

2. Pricing Plans/Subscription Fees

A customer’s access to the SaaS service or application is typically made available on a subscription basis, with monthly or annual plans as the most popular choices. In examining a SaaS agreement it should state in plain English what plans are being offered and what they include.

Some SaaS vendors miss the opportunity to charge a set up/implementation fee. SaaS vendors will prefer fees payable annually in advance, whereas Customers would normally prefer monthly or quarterly advance fee payments. A SaaS vendor may incentivize longer upfront payment terms by making such subscription payments subject to a discount. If there are implementation services required prior to going live with the SaaS product, then the issue arises as to when license fees begin to be paid. A SaaS vendor can justify asking for payments to commence upon license execution because maintenance becomes active at that time and maintenance is an ongoing cost that benefits the Customer from the start of the contract. Price protection imposes a limit on how much and when a SaaS vendor can increase the subscription fee charged to customers. SaaS vendors will often seek to leave price increases without limit. A Customer who has contracted with other SaaS vendors will seek to lock in the subscription fee for several years and then limit the increases to a certain percentage.  

3. The Scope of Customers Access to the Vendor’s SaaS Services

The scope of access defines how the SaaS Service can be used by the Customers. SaaS vendors need to clearly define in customer agreements the limits to accessing their SaaS services. A Customer should only be able to use the services for a use that is within the defined scope. From a SaaS vendor’s perspective, scope should be structured to maximize revenue. Thus, scope should be scalable, getting more costly for customers as the scope expands. Scope parameters are tied to functionality and use. Parameters can include number of users, vectors, email boxes, locations, transactions, entities, countries, business units, vehicles, etc. In order to create a subscription fee model SaaS vendors should carefully think through their business model. The Customer should be concerned that the scope of the subscription takes into consideration all intended uses of the services. The last thing a Customer wants to get is notice that the scope of the subscription has been violated, and more subscription fees need to be paid. For example, a Customer may intend to allow an independent contractor who routinely does work for the Customer to use the services. A standard subscription grant signs only the Customer entity, so independent contractors would need to be specifically spelled out. Standard subscription scope limitations that one should consider include: internal use only and user personnel only. Subscription scope restrictions should include: no reverse engineering and no selling or marketing personal data and information. SaaS vendors should want the right to audit a Customer’s use to make sure they are complying with the parameters and scope of the subscription compliance with the license. 

4. The Term of the SaaS Subscription Period

SaaS subscription terms are all limited by definition. A standard subscription term is typically for 12 months and renewal for subsequent 12-month terms. Though a standard initial term is 12 months, a SaaS vendor or Customer may want the initial term to be longer. For the SaaS Customer, a longer initial term offers stability as to the services. For the SaaS vendor, a longer initial term may mean an extended revenue guarantee, subject to termination for the convenience rights of a Customer. A SaaS vendor may also demand a longer initial commitment to cover onboarding and implementation costs and initial sales. Renewals can be automatic, subject to either party’s right to terminate upon prior notice. Typically, SaaS agreements state that either party can terminate for convenience within 60 or 90 days prior to the then existing term ending. Renewals can also not be automatic and always subject to mutual agreement by the parties, or at the Customer’s option.

Unless the customer has been problematic, a SaaS vendor would prefer automatic renewal of the subscription term. Sometimes, a Customer may require the right to renew the subscription at its option. An example would be for mission critical services. Under most circumstances, SaaS vendors can accept this, but the option period should be reasonably limited, so that the SaaS vendor has the flexibility in the event of unforeseen circumstances. It would not be unusual for Customers to ask for a termination for convenience right. The SaaS vendor’s business model should determine the SaaS vendor’s position on this. Typically, SaaS vendors push back against a termination for convenience right, and if they acquiesce, they require the customer to pay a convenience fee for the right to terminate the agreement.

5. Service Level Agreements (SLA) – The Customer’s Rights To Access The Software

Another difference between SaaS and traditional software is continuous access. If you use traditional software unless something goes wrong on your local servers or networks there shouldn’t be a problem or glitch with the software. On the other hand, a user accesses SaaS software via the cloud and a lot can wrong with access to the application.

For a SaaS user it is critical to the success of one’s business that the SaaS application function properly and be up and running constantly, 24/7, 365 days a year. Most enterprise SaaS customers are going to require in any contract with a SaaS vendor that it guarantee a minimum performance standard in connection with a SaaS agreement. An example is that SaaS vendor will have to guarantee that its SaaS service or application will have an uptime percentage of 99.9%, which means the SaaS software is guaranteed to be up, available and running live 99.9% of the time for the enterprise customers. This performance standard is known as a Service Level Agreement (SLA). You also need to have the Agreement spell out how the performance standard will be calculated. If the SaaS vendor fails to achieve an uptime performance of at least 99.9% the Customer, in the contract with the vendor can demand a penalty. One such penalty is a partial credit or refund of subscription fees paid by the customer.

Before subscribing to a SaaS service your company should sit down and determine how many users will be accessing the software. This is because pricing is usually connected to certain key benchmarks, such as the number of users, or storage limits. So, the SaaS agreement should say in unambiguous, plain language what the applicable benchmark is. Hypothetically, if you want 50 users to access the software the SaaS vendor could require your company to define those 50 employees as opposed to how you want to use the software which is 50 random employees at any time.

6. What happens if the SaaS Vendor goes out of business or files for bankruptcy protection?

One of the biggest reasons customers are hesitant to migrate all of the operations/data to the cloud and essentially trust the vendor with the data is what happens if the SaaS vendor goes out of business or files for bankruptcy protection.

If you are a customer of a SaaS vendor it is important to draft language to put into the agreement that states that if the SaaS vendor files for bankruptcy protection. Sample language could be something along the lines of:

In the event that a case under the United States Bankruptcy Code (11 U.S.C. § 101, et seq.), or a proceeding for either the liquidation or financial restructuring or reorganization under any other applicable law (including, but not limited to a receivership proceeding) be brought by or against a SaaS Vendor and either the SaaS Vendor or any fiduciary or trustee appointed in such case or proceeding with authority to do so, rejects either the entirety of the SaaS Vendor Agreement or the aforesaid license granted by the SaaS Vendor to Customer, upon such rejection, SaaS Vendor shall deliver to Customer any source code pertaining or relating to the Services in the Agreement and all related documentation as set forth in and according to the terms of that certain Software Escrow Agreement of even date herewith between and among SaaS Vendor, Customer and the Escrow Agent identified as such in said Software Escrow Agreement.

(Legal disclaimer – the above language is for informational purposes only and not offered as legal advice and should not be used in any legal agreement without advice and counsel from an attorney).

7. Who Owns the Data That Is Uploaded and Stored By The SaaS Application?

If you are the customer you should absolutely demand that the SaaS Agreement state that you own all of your data and information. You should also make sure that the SaaS Agreement contain language that clearly states that you can export your data from your SaaS provider. This clause should also include how often and in what type of format you may access your data. The clause should also state that the vendor will assist in migrating your data, for an appropriate fee to another SaaS vendor.

It is likely that the SaaS provider will strictly limit what your company can do with all the data that will be derived from the users. This is heightened by software that enables third parties to use and access a SaaS application. An example would be a business using a SaaS application that its customers can also access. Here, the SaaS vendor should not want the customer to be able to sell or market the third party information or data. This is typically the case where the SaaS Software allows the entity accessing it to modify the software and use it on line publically where users outside the company could leave their personal data in using the software such as name, address, etc. In negotiating a SaaS Agreement you want to make sure the ownership of the data is clearly spelled out and what your company can or cannot do with it. You also want to make sure that the SaaS provider is maintaining the data safely on its servers and that it is properly dealing with all security issues.

8. Maintenance of the Software

The Agreement must clearly state which party is responsible for implementing and maintaining the service including fixing bugs and pushing updates.

9. What Security Measures and Protocols Has The SaaS Vendor Put In Place To Protect Sensitive Customer Personal Data and Information?

A scary thought for SaaS customers is that unlike traditional software which is typically run on a company’s local network or servers, SaaS applications are hosted and served by SaaS providers in the cloud. Given the nature of cloud based software, there is a possibility of customer data or information being compromised, stolen or hacked. Therefore, SaaS users should insist on language in the SaaS agreement saying that the SaaS provider shall indemnify and hold the user harmless in the event the provider’s negligence has caused data to be compromised.

Most enterprise customers will also insist that the SaaS vendor have performed what is known as a SOC-1 audit. If your company offers its SaaS services to other companies, those services could have an impact on the SaaS customers’ financial reporting. As a result, the SaaS customers’ auditors may need some assurances that the controls surrounding the vendor’s SaaS services are designed effectively, and in some cases, operating effectively. One way to provide that assurance is by the SaaS Vendor undergoing a Service Organization Control (SOC) audit. 

10. Insurance

If you are going to be subscribing to use a SaaS vendor’s application you want to make sure that the vendor has an adequate amount of insurance to cover general commercial liability issues, cyber attacks, data breaches, data loss, business losses and errors and omissions. This information about insurance is intended for general information purposes only and not to be used for legal advice. You need to do your own due diligence with regard to determining whether the SaaS vendor has sufficient and proper coverages and adequate amounts to cover any such losses your company might sustain in using the vendor’s SaaS application.

11. Indemnification

What is indemnification? Indemnification means to compensate someone for his/her harm or loss. In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party’s actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

Typically, the only thing a SaaS vendor enterprise contract will offer the customer in terms of indemnification is to compensate the customer in the event it is sued by a third party claiming that its use of the software violates the third party’s intellectual property rights, patents, etc.

There are other legal things that a SaaS customer should seek indemnification from in the vendor’s contract. One such thing is the customer’s data. If the SaaS vendor has the obligation and duty to safeguard and protect the customer’s data it stands to reason that if the customer data is lost, stolen, compromised or the subject of a data breach or cyber attack that the SaaS vendor should indemnify the customer for its damages and losses.

An important consideration to distinguish is between indemnifying for a breach of data security/privacy obligations and indemnifying for the outcome of any data breach incident. It’s crucial for customers to understand the difference. Indemnifying for a breach of obligations means that if a data breach occurs, and the SaaS vendor did not breach its indemnification obligations, then there is no liability. On the other hand, the SaaS vendor indemnifying the customer for the outcome of any data breach incident means that even if the best security was observed, and a cyber attack or data breach occurred, then the vendor still has liability.

You need to be aware that the SaaS vendor might try in its customer agreement to push off the liability with regard to customer data to its cloud managed services provider, the entity that hosts its application and maintains all of the customer data.

12. API Integration

You don’t want to make the mistake of investing time and money negotiating and entering into a contract with a SaaS vendor only to realize it’s going to cost time and money to integrate with the vendor’s API. Its better before any contract is signed to ask the SaaS vendor to get access to its back end to see what it is going to take from a development standpoint, if any, to integrate your company’s back end with the vendor’s API.

Your company might need to have substantial software development work done, perhaps a single sign on, so as to enable your company to have the look and feel of your brand integrate easily with the vendor’s software.

13. Warranties – System Performance/Functionality

Typically, enterprise customers will want some warranty which demonstrates the commitment of the SaaS vendor to the SaaS system performance. Warranty breaches also give Customers additional remedies than ordinary contract breaches. Therefore, from a SaaS vendor’s perspective, it’s better to give a short warranty on the SaaS service, and then warrant that the maintenance services will keep the system working in compliance with published documentation. 

The documentation is what the SaaS vendor should provide to its customers regarding the functionality applicable to each SaaS service accessed by its customers. SaaS vendors should warrant that such functionality of the services will not be materially decreased during the Term.

What Steps Can SaaS Vendors Take To Get Ready To Engage With Enterprise Customers in Contracts Negotiations? 

In a SaaS vendor agreement the customer will typically get an indemnification from the SaaS vendor saying that it will indemnify the customer for all those losses and damages in the event a third party sues the customer claiming that its use of the SaaS application infringes upon a patent, trademark or intellectual property right.

Typically, these indemnifications offered by SaaS vendors do not go far enough. You should also request that the SaaS vendor offer indemnification for data breach, security breach, loss of data and loss of business profits.

One of the biggest issues facing early-stage SaaS startups is that despite having what they believe is a solid, robust product or application they don’t have a grasp or understanding of the marketplace and how to go out and find the right customers to pitch the product to. It is Andrew’s experience in building and scaling a SaaS startup with partners that early stage SaaS startup companies need to have a very narrow focus to determine what vertical or industry they’re going to go after and how to identify the right decision makers in such companies. And, how to go about marketing and selling their products to these executives. A SaaS company just starting out in the marketing process will in all likelihood send out thousands of emails to what they believe are the correct enterprise customers only to realize a short time later that very few of these emails were actually opened let alone responded to by any potential customers. What SaaS companies need to give serious thought to if they’re going to have any chance of success and selling their software to enterprise customers is to automate sales through web based marketing software.

Andrew has also found out that unless Founders in an early-stage SaaS company have experience in sales or have an extensive sales background they’re typically not prepared to sell SaaS software to large-scale Enterprise companies. It’s not as easy as sending an email, making a phone call or trying to connect with somebody on LinkedIn. What one believes is the right person at a large-scale potential customer to contact is in fact quite likely the wrong person to contact. 

What about engaging the SaaS Enterprise customer in contract negotiations? If you have never negotiated a SaaS agreement with an Enterprise customer you are in for quite a treat. For starters, the process is going to take a lot longer than you think because there are a ton of people involved at the customer’s business that are going to be providing input and comments let alone the company’s attorneys. 

Typically, non enterprise SaaS customers don’t have the legal budgets to fight over every sentence or piece of language in a SaaS agreement and will usually acquiesce to most of the language in the agreement. This is not the case with negotiating a SaaS agreement with an enterprise customer. You need to be prepared to completely rewrite the limitation of liability and warranty disclaimer paragraphs so that they are more favorable toward the enterprise customer.

So what can a SaaS company do to prepare to negotiate an agreement with enterprise customers? For starters, the SaaS company should purchase a sufficient amount of insurance to cover all potential losses. There is little doubt that the enterprise customer is going to suggest to the company how much and what type of insurance it should get and it will make the start up provide documentation to show such coverages are in effect by the SaaS startup. In all likelihood, an enterprise SaaS customer will not execute an agreement with a SaaS vendor unless it has first purchased a sufficient amount of insurance. Enterprise companies want to know that in the event of a data breach or cyber attack that the SaaS vendor has a sufficient amount of insurance to cover any such damages or losses.

As a SaaS vendor you will also need to get your security measures and protocols properly in place to protect customer data and sensitive information. It’s not a bad idea to hire an outside vendor to help out in this exercise.

As a SaaS vendor you will also need to be prepared to accept liability if you outsource the hosting and serving of your SaaS application or product to a third-party Cloud managed services provider. You could be hosting with one of the largest cloud managed service providers in the world and the enterprise customer simply doesn’t care; they want the SaaS vendor to accept the liability if something goes wrong and their data is compromised or destroyed.

As a SaaS vendor you should also be prepared for the Enterprise customer to come back and demand that some customized work or derivative based on your software integrates better with the customer’s platform, brands or back-end. This raises the issues of cost and timing. Is the customer going to pay for all of this software development work and will it delay the launch of the customer using your SaaS application or product?

How To Evaluate Service, Security, Vulnerabilities and Capabilities of SaaS Vendors

SaaS vendors whether they host and serve their services and applications or outsource them to a third party cloud managed services provider should do a laundry list of things to make certain that whatever data or sensitive information is being maintained and stored in the cloud for their customers is secure.

If you are outsourcing the hosting and serving of your company’s SaaS Services to a third party cloud managed services provider you need to carefully review the agreement you will sign with the cloud provider to see what type of liability this vendor is going to assume and how much it will pay in damages in the event they cause a breach which results in a loss or compromise of customer data which causes the customer to sue your company for its damages.

Your company should also internally limit access to your cloud services products to authorized personnel only who are either employees or outside contractors or vendors who have a need to know or otherwise can access customer data enabling the SaaS vendor to perform its obligations in its Customer Agreements. All of these individuals should be signing non-disclosure agreements prohibiting the unauthorized transfer and sale of customer data to third parties.

Things To Do:

-Put together a Security and Risk Management Team of highly qualified individuals to manage security risk.

-Your company should have an effective Information Security Policy in place which needs to be assessed and updated if need be annually.

-Employees should be required to sign a document acknowledging that they have received a copy of the company’s Security Policy.

-Your company needs to have an effective Privacy Policy in place visible on your website so customers understand how your company collects, uses and shares customer information.

-Perform criminal background checks if legal in your state before employees are exposed to sensitive customer data or financial information.

-Provide Corporate Security Awareness Training to employees so everyone has a heightened sense of purpose regarding customer data protection and security.

-Incident Response Plan – What if there is a data breach or a cyber-attack? Your company should have a plan in place which details what actions you are going to take in the event disaster strikes. To this effect, how are you going to notify customers of a data breach or disaster?

-Data Recovery and/or Disaster Plan – Do you or your managed cloud provider have a disaster plan in place? Do you or your SaaS managed cloud provider utilize redundant and fault tolerant systems to ensure maximum up time and recover quickly from disasters. Customers are going to want to know how long it will take to retrieve their data and if it has been lost or compromised.

-Does your company perform web application testing to determine if there are any security issues or vulnerabilities that need to be fixed?

-You should think about putting in place a Change Control Process to make sure that changes to the software and hardware IT infrastructure don’t severely impact production systems.

-Are your customers’ users required to enter a password that is authenticated before permitting a user to gain access to the SaaS application and/or services.

-Are the vendors certified that will be managing your cloud services? Certification means that the vendor takes security seriously.

-If you are the SaaS vendor who in your company has access to sensitive client/customer information? You want to make sure your company can access the files but not view them. Make sure that only a select few number of employees can have access to and view sensitive customer data.

-Does your managed cloud provider offer or use encryption for the data that is being stored?

-Who has access to sensitive customer data and how is it being stored? This sensitive information should be stored in a secure, redundant, highly available database system with access restricted to employees and personnel that are members of a contained group.

-You should become familiar with how hard drives which are old and no longer functional are destroyed. You should ask your managed cloud provider if old disk drives are destroyed on premises by a third party vendor.

-Are customer files or data being backed up to a second storage system in the event disaster strikes?

-Are you offering customers any type of encryption for data transfers?

The above list is for informational purposes only and not legal advice. The above list is not all of the things a SaaS vendor should do to put controls, processes and procedures in place to protect sensitive customer data; rather, it’s a starting point. 

What Are Some Questions To Ask and Areas of Concern To Raise When Thinking About Joining a Startup?

So you want to join a startup. Maybe you did a college thing with some buddies where you sold and printed tee shirts with your college logo on it with different phrases. Chances are you didn’t incorporate, open a bank account, get insurance or do anything from a business and legal standpoint that a startup business today needs to do to be successful.

Below is a summary of some of the issues and questions you should ask and raise before actually joining a startup company. This is not being offered for legal advice but rather for informational purposes only. If it’s your idea and intellectual property that will build the company you should make sure that everyone you speak with or show your technology to signs an NDA.

Before you commit to joining a startup you need to have several conversations with each of the other co-founders to see whether or not they are serious about leaving their day jobs to devote themselves full time to the startup. When a founder has one foot in the door and one out of the startup it makes it so much easier for them to walk away from the company when the going gets tough. There is a saying called “skin in the game.” This means that the co-founders are all in and they are not focused on their day time/full time employment paying jobs. Rather, like you they are 100% focused on working on the startup.

How is your startup going to be able to market and sell your SaaS product to potential customers during the day when you are working full time in your regular day job? Customers want to schedule conference calls and see demos live and in person during the work day not at night and on weekends when you are free. What if you can get a day off so you can meet with a potential customer but your partners are stuck in their day jobs? What excuse are you going to give the customer as to why your CTO cannot make the meeting?

If co-founders have decided to stay in their day jobs and work on the startup at night and on weekends it will take a long time to get the startup from idea and concept to actuality reality and working product. A robust SaaS application if being built in-house by startup co-founders working in their spare time on it could take six months just to build. Then you have to develop a sales and marketing plan.

The same goes for investors. It will be very difficult to secure funding unless all of the founders had skin in the game and worked full time for the startup. A startup investment is risky. Therefore, an investor wants at least some assurances that if they put money into an early stage company that it will be difficult for a founder to walk away to stay in their day job.

Before you go and quit your day job and lose possibly your only means of financial security do yourself a favor and have an in depth conversation with the startup’s other co-founders to see if your all on the same page when it comes to what type of culture you hope to build.

For some, it’s all about the money and hopefully making a successful exit from the startup by having a larger company or investor purchase it.

For others, it’s a long term play and they want to create something that lasts and at least in the early stages are not looking to cash out and sell the company.

Some startups value the idea of giving back and either donating a portion of their revenues to charity or helping others get their startups going.

You need to flush out what type of culture the consensus determines your startup is going to be before joining or not.

In the haste of starting a company inexperienced entrepreneurs tend not to get things in black and white. What if you meet with some people who are interested in creating a startup around your idea and nothing happens and four months later you see that they have taken your IP and started their own company with it? Unless the other party signed an NDA it will be very difficult to claim that they stole your IP. You should never share software code that you developed with anyone you are thinking about getting into business with unless they first sign an NDA.

Likewise, too many startups fail to memorialize agreements amongst co-founders in writing. It is extremely important that when co-founders are issued stock that this is put in writing with all related terms and language for vesting and claw back provisions and termination if appropriate.

Do you really want to be partners with these people? Something that you should give serious consideration to when joining a startup is do you want to get into business with these people. If you don’t like them personally or there are a lot of egos in the room it’s not going to get much better if you join the company.

It’s not a deal breaker but past startup experience is a huge plus. You should ask potential co-founders if they have been in a startup. Co-founders should also have integrity. You’ll be depending on these people heavily. As such, you need to be able to trust them. Also, alignment of values and motivation is critical and you should be on the same page with how you want to build the company. Like you, your co-founder(s) should care very deeply about what they do and be totally committed to the success of the company. It would be very helpful if they have a strong skill set that compliments yours. While conflict is inevitable with any partners you should be able to collaborate easily and make decisions without a ton of fighting.

When deciding to join a SaaS startup having prior experience in building a SaaS business would be beneficial. If there are five co-founders let’s say and two of them have built and scaled a SaaS company your new venture will be much more along then a startup having founders with no prior SaaS experience.

Building a new SaaS product is difficult enough and time consuming without having to learn the basics and principles of what a SaaS business is all about. That’s why having prior SaaS experience is so critical to the success of a software startup.

You need to be prepared for the financial risks of joining a startup. It is likely that the company will have little to no funds to pay you or anyone else a salary at least until it can hopefully get some capital funding. Life doesn’t stop when you join a startup. The same bills you had the month prior in a good paying job will still be there when you join a startup albeit with the possibility of having no salary to pay these bills.

So how do you prepare for the financial uncertainty of being in a startup? For most, unless you have unlimited funds or your spouse makes a nice salary you are going to struggle financially until the startup can get going and make money. You need to be prepared to tap other financial resources in order to survive financially if the startup does not offer you a salary. 

Likewise, you need to be prepared for job uncertainty when you join a startup as an owner. It’s ironic that you might technically have a job with a startup as an owner but not be getting paid a salary. You might also lose this non-paying job so you need to be prepared for the possibility of this happening. 

If your startup is going to go out of business, and it is inevitable, you need to assess the situation as quickly as you can and likely you will come to the conclusion that you need to look for gainful employment. 

If you join a startup you need to be prepared for the lack of structure that exists in early stage startups. For some, they start companies because they want to be their own bosses and got tired of other people telling them in their jobs what to do. For some, these people love the lack of structure. They might like working through the night when they are most productive and they could never work this way when they had a regular day job. Some people start or join startups because they want independence to work alone on projects within a startup. 

For some, they have a hard time adjusting to this lack of structure that subsists in some startups. While you might want to join a startup to take a risk and try something new and be a part of something exciting you might find yourself in a situation with little guidance from the startup’s founders or from other colleagues. For some, this isolation and pressure to produce with little feedback from others is not the type of working environment that most can thrive in.

There is also likely the possibility of whatever startup you join not having the resources you were once use to relying upon in your salaried day job. There is a possibility that for an extended period of time there might not be HR support, unlimited tech support, food services, or even office space for that matter. Some startups meet until they get funding in shared spaces or they get together at night in a colleague’s office when the employees for his or her company have left for the day. 

If you can get past all of the issues that exist with joining a startup such as job and financial uncertainty, lack of resources and lack of structure you need to ascertain whether the startup you are seeking to join is properly funded? The problem with most first time entrepreneurs is that they underestimate just how much money they are going to need to build the product, maintain it, market and sell it to customers and scale the business with salaries, rent and other monthly fixed costs and capital expenditures. If the startup has not put together a budget and has only raised a certain amount of funds but clearly not enough to even get the product developed it is going to be very difficult for this company to get off the ground. You should also ask the other individuals whether or not they are connected with any investors who have shown an interest in the company. A huge flag is if no one has the ability to raise funds.

If you like what you are hearing from some of the other co-founders about the product that is intended to be built and the culture they want to create it also helps to inquire whether or not they have secured any capital funding.

For an early stage company there is really two types of funding. There is the possibility of VC investment but that is unlikely unless one of the co-founders has done this before and successfully exited from their startup. What is more likely is that the startup could get funding from an angel, seed or friends and family investor. This category of investor is typically a friend, colleague or family member who knows you personally and wants to help you by investing in your company.

You can further break down this type of investor into two categories. The first is an investor who is not sophisticated. This does not mean that they don’t have assets or are not shrewd. What it means is that they have no real experience in investing in startups let alone an early stage company in your industry. The negatives with this type of investor are many. Because they don’t regularly invest in startups let alone companies of your type they have no way to do a proper pre-money valuation. This could lead to the possibility of inflating the valuation of your company and making it impossible to raise capital funding in the next round.

Because of their inexperience in investing in startups there is the possibility that these types of investors could make demands on your startup that will hurt it down the road. For example, they might demand preferred stock so that if there is a next round they could cash out or get a discount to buying more stock. This is usually done by VC’s and could turn off sophisticated investors if there are additional capital financing rounds.

This class of investor might make demands to the effect that they get final decision making approval to admit to new members or to sell the company. These types of demands could likely cause turmoil inside a small company.

The second category is a smart money investor. This person or entity has done this before while investing in other startups like yours focused on a particular industry or vertical. The advantages of this type of investor is that they can likely do a proper valuation for your company and the learning curve for them to understand what your product is all about will take less time than an investor who does not invest in your industry. Hopefully, given their experience in making investments in your industry they will give you a frank assessment of the chances of success in marketing and selling your products to customers in your industry.

You want investors who understand that placing harsh demands on startups such as the decision making authority to stop a sale or another investment into the company will likely detract other investors from investing.

For most SaaS startups VC funding will not be an option as they typically have no revenues and very little in the way of measurable metrics such as two years’ worth of customer data in terms of the number of initial customer contracts signed and reoccurring contracts signed by the same customers. Unless your startup is founded by entrepreneurs who are well known and successful it is likely that your startup will attract VC funding.

Do yourself a favor and be well prepared when you go into any meeting with a potential investor. You should have a firm grasp of your product’s value proposition and why it will solve for problems in the marketplace. And, you should also prepare financial projections which summarize costs, expenses, revenues and capital expenditures over a period of time no less than a year.

Does your vision and strategy for the startup line up with the other co-founders? Another question that you should ask yourself after meeting with some of the other individuals that want you to join their startup is does your vision and strategy of where the company should be heading line up with the others. For example, if the others want to sell the company’s product into an industry that you know will not be successful then perhaps this startup is not for you. Or maybe they want to launch in 10 different verticals and you know this is a mistake.

Has the startup identified what type of customers they are going to sell the product to and how are they going to go about marketing it. It’s difficult enough alone building and completing a good web based product that works and having the funds to market and sell it. Then you add to the mix the dilemma of how is the startup going to implement and execute on a marketing and sales strategy. A lot of startups don’t formulate a solid marketing and sales strategy until it is too late to pivot and the startup fails.

Or, what happens is that ego gets in the way and the co-founders take the position that because they have built such a great product that every company they speak to will want to use it. This is not a strategy for success. Implementing the most effective marketing and sales strategy could mean the difference between going out of business or survival so it is critical that you nail down even in these early stages how the startup is going to attract customers.

Another trap that you need to be careful of is that sometimes startups fail to rely on help from marketing professionals and decide to do the marketing themselves. Unless the startup has major connections at enterprise companies that are going to test the product in-house this strategy is doomed to fail for several reasons. If the startup does not have connections that are ready to go and test its product then they are just sending emails on social media and business sites that will likely not yield much interest.

Hopefully, if a startup falls into this trap it can pivot quickly and subscribe to automated marketing and sales software which enables companies to send out thousands of emails to contacts and connections and automates the sending of and responses to emails.

Below is sample language dealing with minimizing SaaS vendor liability in the event there is a data security breach. Andrew S. Bosin LLC is not offering this language for legal advice but rather for informational purposes only. This language should not be used or relied on in drafting or negotiating a legal agreement. 

1. Data Security

1.1 Vendor’s Security Measures, Controls and Assistance

Definitions. Capitalized terms used herein shall have the meanings set forth in this Section [1]

“Authorized Employees” means Vendor’s employees who have a need to know or otherwise access Personal Information to enable Vendor to perform its obligations under this Agreement 

[“Authorized Persons” means (i) Authorized Employees; and (ii) Vendor’s Vendors, agents, outsourcers and auditors who have a need to know or otherwise access Personal Information to enable Vendor to perform its obligations under this Agreement, and who are bound in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms and conditions of this Agreement.] “Authorized Persons” is provided to define those third parties permitted to receive personal information without the Vendor’s prior consent.

“Highly-Sensitive Personal Information” means an (i) individual’s government-issued identification number (including social security number, driver’s license number or state-issued identified number); (ii) financial account number, credit card number, debit card number, credit report information, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; or (iii) biometric or health data. “Personal Information” means information provided to Vendor by or at the direction of Vendor, or to which access was provided to Vendor by or at the direction of Vendor, in the course of Vendor’s performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly-Sensitive Personal Information. Vendor’s business contact information is not by itself deemed to be Personal Information. 

“Data Incident” means (i) any act or omission that materially compromises either the security, confidentiality or integrity of Personal Information or the physical, technical, administrative or organizational safeguards put in place by Vendor (or any Authorized Persons) that relate to the protection of the security, confidentiality or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy practices of Vendor (or any Authorized Persons) or a breach or alleged breach of this Agreement relating to such privacy practices].

1.2. Standard of Care. Disclosure of Personal Information; Vendor shall not disclose Personal Information in any manner that would constitute a violation of state or federal law or the terms of this agreement including, without limitation, by means of outsourcing, sharing, retransfer, or access, to any person or entity, except to Authorized Employees and Authorized Persons who actually and legitimately need to access or use Personal Information in the performance of Vendor’s duties to Client and only after such third party has agreed in writing and in advance of any disclosure, to be bound by confidentiality terms at least as stringent as the terms of this Agreement; or to any other third party approved by Client in writing and in advance of any disclosure, but only to the extent of such approval. Vendor may also store Personal Information on servers housed in datacenters owned and operated by third parties, provided the third parties have executed confidentiality agreements with Vendor. Vendor shall be permitted to disclose Personal Information as required by Government Authorities or as otherwise, to the extent expressly required, by applicable law or by Subpoena. Vendor shall use best efforts to notify Client before such disclosure or as soon thereafter as reasonably possible.

1.3. Vendor’s Security Measures. Vendor will implement and maintain technical and organizational measures to protect Personal Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. Vendor agrees that use, storage, and access to Personal Information shall be performed with that degree of skill, care, and judgment customarily accepted as sound, quality, and professional practices. Vendor shall also implement and maintain any safeguards required to be implemented by applicable state and federal laws and regulations.The Security Measures include measures to encrypt personal data such as email encryption if required under HIPAA; to help ensure ongoing confidentiality, integrity, availability and resilience of Vendor’s systems and services; to help restore timely access to Personal Information following an INCIDENT; and for regular testing of effectiveness. Vendor may update the Security Measures from time to time provided that such updates do not result in the degradation of the overall security of the Services.  Client shall be responsible to pay Vendor for the cost of remediation of the data breach and restoring Client’s access to it’s Personal Information at Vendor’s hourly rates then in effect. 

1.4. Security Compliance by Vendor Staff. Vendor will: (a) take appropriate steps to ensure compliance with the Security Measures by its employees and Authorized Persons to the extent applicable to their scope of performance, and (b) ensure that all persons authorized to process Personal Information are under an obligation of confidentiality.

1.5. Data Incident  

1.5.1. Incident Notification. Vendor shall use reasonable efforts to alert Client within one business day after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Personal Information. Unless the Data Incident was caused by Vendor’s gross negligence the Client shall pay for all costs and expenses including Vendor’s fees incurred in responding to the Data Incident. Costs and expenses shall include new or replacement hardware or software and the cost of new servers and time expended by Vendor in moving Client to new servers.

1.5.2. (a) Client shall: (i) provide Vendor with the name and contact information for an employee of Client who shall serve as Client’s primary security contact and shall be available to assist Vendor twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a Data Incident; (ii) notify Vendor of a Data Incident as soon as practicable, but no later than [twenty-four (24) hours after Client becomes aware of it by [TELEPHONE NUMBER]/e-mailing Vendor with a read receipt at [E-MAIL ADDRESSES].

1.5.3. Details of Data Incident. Vendor’s notification of a Data Incident will describe, to the extent possible, the nature of the Data Incident, the measures taken to mitigate the potential risks and the measures Vendor recommends Client take to address the Data Incident.

1.5.4 Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.

1.5.5. No Assessment of Personal Information by Vendor. Vendor has no obligation to assess Personal Information in order to identify information subject to any specific legal requirements.

1.5.6. No Acknowledgement of Fault by Vendor. Vendor’s notification of or response to a Data Incident under this Section 1.5 (Data Incidents) will not be construed as an acknowledgement by Vendor of any fault or liability with respect to the Data Incident.

Vendor shall not be obligated to reimburse Client for actual costs incurred by Client in responding to, and mitigating damages caused by, any Data Incident, including all costs of notice and/or remediation.

Vendor shall reimburse Client for actual, reasonable costs incurred in providing individuals affected by a Security Breach with notice of the breach, reissued payment cards, complimentary access for one (1) year credit monitoring services, credit protection services, credit fraud alerts and/or similar services.

1.5.7. Client’s Security Responsibilities and Assessment.

1.5.7(a) Client’s Security Responsibilities. Without prejudice to Vendor’s obligations under this Agreement, Client is responsible for its use of its Network and its storage of any copies of Personal Information outside Vendor’s systems, including:

• using Vendor’s IT Management System, Services and Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Personal Information;
• securing the account authentication credentials, systems and devices Client uses to access the IT Management System and Services; and
• backing up its Personal Information and Data in a local network device as appropriate during the term of this Agreement.

1.5.7(b) Client’s Security Assessment. Client agrees, based on its current and intended use of the Services, that the IT Management System and Services, Security Measures, Additional Security Controls and Vendor’s commitments under this Section : (a) meet Client’s needs, including with respect to any security obligations of Client and (b) provide a level of security appropriate to the risk in respect of the Personal Information.

Vendor agrees that it shall not inform any third party EXCEPT AS STATED BELOW of any Security Breach without first obtaining Client’s prior written consent, other than to inform a complainant that the matter has been forwarded to Vendor’s legal counsel. Further, Client agrees that Vendor shall have the sole right to determine: (i) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies or others as required by law or regulation, or otherwise in Vendor’s discretion; and (ii) the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation. Client agrees to reasonably cooperate at its own expense with Vendor in any litigation or other formal action deemed reasonably necessary by Vendor to protect its rights relating to the use, disclosure, protection and maintenance of Personal Information. 

Vendor reserves the right, in its sole discretion, to report criminal acts relating to the use and disclosure of Personal Information to applicable Government Authorities and shall notify Client as soon as practicable that such reporting has occurred. With respect to instances in which Vendor is considering notifying Government Authorities concerning civil, but not criminal acts, Vendor shall notify Client in writing and consult with Client prior to making any such notification. The parties shall immediately endeavor in good faith to reach agreement on the need and nature of such notification. If such agreement cannot be reached within [seventy-two (72)] hours after Vendor has provided Client with written notice, Vendor shall have the right to inform Government Authorities solely to the extent required by applicable law.

Return or Destruction of Personal Information. At any time during the term of this Agreement at the Client’s [written] request or upon the termination or expiration of this Agreement for any reason, Vendor shall, and shall instruct all Authorized Persons to, promptly return to the Client all copies, whether in written, electronic or other form or media, all Personal Information in its possession or the possession of such Authorized Persons, or securely dispose of all such copies, and certify in writing to the Client that all such Personal Information has been returned to Client or disposed of securely. Vendor shall comply with all [reasonable] directions provided by Client with respect to the return or disposal of Personal Information.  Vendor may seek the right to retain Personal Information for legal compliance purposes or because it may be embedded in its electronic and offsite files as part of its systematic back-up and archiving procedures.

Please read Andrew’s articles:

https://www.linkedin.com/pulse/saas-service-agreement-lawyer-andrew-bosin-esq-

https://www.linkedin.com/pulse/saas-lawyers-andrew-bosin-esq-

https://www.linkedin.com/pulse/saas-contracts-negotiated-startups-andrew-s-bosin-saas-lawyer

https://www.linkedin.com/pulse/saas-agreements-negotiated-startups-andrew-s-bosin-saas-lawyer

https://www.linkedin.com/pulse/saas-contracts-law-firm-andrew-s-bosin-tech-startup-attorney-1c

How can you make certain that your SaaS applications, services and customer data are protected if something happens to your SaaS vendor?

SaaS is being adopted for more and more mainstream and mission-critical applications. Cloud-based applications, solutions and services continue to offer subscribers and customers many options for flexibility, streamlining operations, and controlling costs. Despite the obvious benefits of SaaS, there are risks inherent to the cloud. And there are always questions of accessibility and security when dealing with SaaS providers. Unlike on-premises software, with SaaS both your application and data are hosted and stored in the cloud. Unfortunately, not all SaaS providers guarantee application continuity to their customers. Because your mission-critical applications are essential to running your business, you need assurances from your SaaS vendor that you will have access to your data and applications even if something were to happen to the software or host company. Serious damage can be caused to your company by unpredicted service disruptions and loss of data. Because the market for SaaS applications is growing and not fully mature, there is the possibility that your SaaS provider could go out of business, merge with another business, get acquired, or file for bankruptcy protection. In all of these scenarios there is the possibility that your SaaS provider will stop providing your mission critical applications and what happens to your data?

Contract negotiations need to address the risks of SaaS and you the customer are in the best position to put a contingency plan in place before you sign any agreement.

What are some of the issues that SaaS enterprise customers are most worried about? A clear concern is the provider filing for bankruptcy or suffering a business failure. Or, the vendor goes through a merger or acquisition that may reduce or lessen the importance of their critical software application. There is also the possibility that the SaaS services vendor is involved in breach of contract disputes with other customers or businesses. There is always the possibility of a Force majeure event which neither party could be liable for but might result in an extended outage causing damages to your business and inability to recover data needed for an exit strategy.

Here are some questions to ask the SaaS vendor or provider about disaster recovery/business continuity:

• If the provider’s application is not available, how will my company and customers be impacted and what are the anticipated time frames for the services to be up and running and fully functional? You should find out if its a couple of days or a week.
• Where is my company’s data and how can we get access to it?
• Will my company’s data be usable without the application if it is not available?
• Could my company take the application on-premises or go out and hire a new SaaS provider and how long will that take?
• What events happening with the SaaS provider might trigger my company’s contingency plan?
• How will my company document the contingency with the provider and who will be responsible for execution with the SaaS vendor?
• Is it possible to perform some sort of verification testing to ensure that the plan works?

Here are some legal issues you should consider to ensure application continuity and unfettered access to your data:

• How long it will take to migrate to a new solution including in this the time it will take to export your data from the vendor;
• Being able to get quick and timely access to all of the necessary components to be able to use all of your data;
• Minimizing the risk of loss;
• Avoiding litigation and the courts at all costs because even if your company is not negligent attorneys are not cheap and the process will be a huge time drain on employee resources;
• Satisfying governance, risk and compliance policy; and
• What type of leverage can your company gain to optimize the vendor relationship.

It is also critical that you speak to your SaaS provider about the Recovery Time Objectives and Recovery Point Objectives (RTO/RPO’s) you are going to need, so you can build these into your Service Level Agreement.

What are best practices to safeguard SaaS applications, services, solutions and data?

With traditional, on-premises software, large enterprise companies rely on software escrow agreements, where the application source code and a complete set of deposited materials are maintained with a neutral, trusted third party in the event something happens to their software vendor.

SaaS Data Security Questions Worth Considering

For the SaaS Provider, most important is building a lasting long-term relationship with the customer/client. The client needs to know during the term of a lengthy SaaS contract that it can trust the SaaS Provider with a level of reliability between could computing company and customer that its data or information is going to be secure and protected. The biggest worry or concern for customers is can the SaaS provider maintain uninterrupted and secure access to its data? Both the SaaS Provider and customer before entering into a SaaS Subscription Agreement should be thinking about the following questions.

1. What data security/privacy protections does the SaaS Provider have in place?
2. How often is customer data backed up?
3. Does the SaaS Provider have multiple backup data centers in different geographic locations?
4. Can the customer retrieve its data from the Provider’s servers to backup on its computer?
5. If the customer terminates the SaaS Subscription Agreement what does the Provider do with the data, and how long if any does the customer have to backup that information?

Andrew also represents HESaaS Hardware Enabled Software as a Service SaaS startups, companies, developers, vendors, customers and enterprise companies on legal issues related to SaaS, software and cloud Internet of Things (IoT) devices, platforms, solutions, services and applications that transmit machine data to the cloud. This form of SaaS uses a hardware Internet of Things (IoT) device to transmit data from a machine, product or anything that emits information via the SaaS Service in the cloud. In drafting Customer SaaS Agreements Andrew helps clients structure the customer’s access to both the SaaS service and the hardware Internet of Things (IoT) device.

Is it possible for this traditional software escrow agreement to be adapted or modified for SaaS applications? Despite the differences it is possible. For SaaS applications, you should make sure your company can:

• Safely have access to the application and your company’s data should the SaaS provider stop all of its business operations;
• Work with a trusted third-party partner to protect the money you have invested in SaaS solutions;
• Satisfy internal governance, risk, and compliance policies before commencing a SaaS relationship; and
• Safeguard your business with a complete contingency solution or plan.

What can SaaS Software Cloud Services Vendors or providers do to take security seriously and put controls, processes and procedures in place to protect sensitive customer data and manage liabilities and risk? Are you a SaaS Application Provider entering into contracts and agreements with customers and end-users but have failed to put in place an effective data security privacy protection policy, plan, procedures or guidelines? Are you a customer doing your due diligence and making sure that your company’s confidential information and data will be adequately protected by a certain SaaS vendor? What are your capabilities as a SaaS vendor for protecting confidential highly sensitive customer data and information?

Failing to ensure that the appropriate security protection is in effect and in place when using cloud services could ultimately cause higher business and insurance costs and the potential loss of business. In furtherance of using a SaaS cloud computing service, customers must understand clearly what the possible security benefits and risks are that come with using a certain cloud computing application, and have a firm grasp of what security protections or plans if any, their cloud provider has put in place to protect their confidential data and/or information. For each different type of service, Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) there might be different security requirements and responsibilities.

What are Some Reasons Why You Need an API License Agreement. Most people in technology would agree that most API license agreements are fairly one sided as the technology company is giving users/developers their technology for free and the technology company can change the terms of API License Agreement at any time. But what if you don’t have an API license agreement and then all of a sudden you change your API program? Don’t you think its possible your API developers could upset and if they suffer damages as a result of the change and lose revenue dollars they might sue your company? With that said and the potential liabilities from your API developers it’s a good idea to contemplate putting an API license agreement in place to protect and limit your liability if your API changes. Because you cannot predict the future we know one thing is true: If you continue to evolve and develop successfully your API will change also so an API License Agreement will hopefully allow developers to have the same commensurate expectations.

What contracts legal risks are hiding in the SaaS Cloud?

Do you need the best legal advice for making the decision on how to hire a software app development company? What are the legal issues and considerations you should be aware of facing companies in making the decision to enter into a contract with the right SaaS or software development company? Do you need the best legal advice for making the decision on how to hire a SaaS application solutions development company? What are the legal issues and considerations you should be aware of facing companies in making the decision to enter into a contract with the right, best, and proper SaaS software solutions applications company provider or vendor? What mistakes should your company avoid making when contracting or negotiating with a SaaS cloud software solutions applications company provider or vendor? What questions should you ask a SaaS vendor or provider before hiring them or using their products or services? What are some criteria or factors you should rely on in hiring or contracting with a SaaS cloud provider or vendor? What legal issues should you be aware of when hiring a SaaS software or cloud computing technology provider, vendor or company located outside of the United States, internationally or based in a foreign country? What questions should you be asking SaaS providers or vendors located outside of the US before hiring them? What contract terms and language should you be putting in a SaaS subscription Agreement? Are you looking, searching, trying to find the top SaaS software provider or vendor? Are you looking, searching, trying to, need to find a good lawyer attorney who works with and specializes in representing companies negotiating contracts with SaaS cloud providers and vendors? What are the top legal issues facing SaaS vendors, developers and providers? Do you need to find an experienced lawyer who represents SaaS cloud vendors, providers and companies? What are some tips for a successful SaaS software cloud computing contract negotiation? How to successfully negotiate a SaaS contract or agreement? How can you successfully negotiate a SaaS contract with a vendor or provider?What are some useful strategies for getting the best contract deal with a SaaS vendor, company or provider? What are the top legal issues, challenges and considerations facing SaaS vendors, startups, companies and providers? What mistakes should my company avoid in hiring a SaaS solutions services company? How to define an enterprise SaaS cloud legal licensing strategy. What is the best legal advice for enterprise SaaS development? Do you need legal help understanding a SaaS contract or agreement?

Andrew also helps clients with understanding the differences between website legal agreements such as terms of use, terms and conditions and terms of service and stand-alone customer subscription agreements. It is common for early stage startups to not have or not want to spend the money to hire a lawyer to draft a customer agreement separate and apart from their website legal agreements. This is a huge mistake that startups make legally by not putting the proper contracts and agreements in place with customers and instead relying on their website legal agreements.

A successful SaaS contract negotiation includes discussing and taking into consideration the numerous possible legal risks, challenges, problems, regulatory issues, liabilities and concerns that could arise and are associated with and related to Software as a Service SaaS Agreements, API Licensing Agreements, Subscription Agreements, Reseller Agreements, End User Agreements, Master Service Agreements, SLA’s, and cloud based computing technology transactions and contracts. These issues can be properly managed by hiring a skilled lawyer with expertise to consult with before entering into negotiations with a SaaS Provider, especially if you are an end-user and this is your first deal. One of the biggest hottest legal issues right now is data protection and how to keep data safe from an intrusive hacking event. Keep in mind that it might not be a bad idea to ask the SaaS Provider whether they maintain errors and omissions insurance to protect and provide coverage from against cyber-attack, cyber theft, data theft, data loss, negligence and copyright or patent infringement.

Andrew also provides experienced Health Tech legal advice and services to SaaS, software and cloud companies & vendors, physician medical practice groups and enterprise businesses on issues related to SaaS Healthcare IT Technology & Software Contracts and Agreements for HIPAA compliance. Andrew drafts and negotiates Business Associate Agreements (BAA), Vendor agreements, SaaS, software and cloud end user license agreements (EULA), subscription agreements, master services agreements, reseller agreements, cloud computing agreements, software licensing agreements and cloud managed IT services agreements for HIPAA compliance. Software vendors that enter into agreements with customers that are going to be inputting protected health information (PII) into a SaaS application need to put proper safeguards, measures and protocols in place to protect sensitive confidential information and data.

Another issue that Andrew provides legal advice to SaaS vendors on is making sure that if they create any derivative versions of their software for customers that the vendor owns all such derivative versions. Any agreement signed by a SaaS customer should clearly state that the vendor owns all of the derivative versions of its software.

Another important area that Andrew helps SaaS vendors with is protecting their intellectual property which includes source code and the software used to power the SaaS Product or application. Any agreement signed by a SaaS customer should spell out that the vendor owns all of the intellectual property associated with and relating to the SaaS service.

Another issue that Andrew routinely helps SaaS vendors with is drafting language for agreements that deal with the return of customer data and in what format if the contract is terminated or ends.

Andrew also helps SaaS and cloud vendors draft and negotiate PaaS & IaaS Agreements including End User License Agreements (EULA), Reseller Agreements, Subscription Agreements and Master Service Agreements.

Andrew also helps clients understand what agreements need to be put in place when doing business in Europe so that they are in compliance with the EU’s GDPR law. Unless a SaaS vendor has done their research they typically fall under the misbelief that the privacy policy that is on their website in the USA can be used for EU GDPR compliance. Andrew tells clients that a privacy policy drafted for a US website cannot be used for GDPR compliance as it falls woefully short of the plethora of requirements mandated by the EU under the GDPR to collect the personal data of EU residents.

US vendors doing business in Europe must implement completely separate agreements for the maintenance, storage, hosting and protection of personal data than those used for the vendor’s US websites. US SaaS vendors seeking to do business in Europe must not only draft a Data Processing Agreement (DPA) they must be able to also comply with all of the requirements under EU law that are set forth in the DPA. This is a huge undertaking for any US SaaS vendor.

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Andrew also provides legal advice to entrepreneurs, founders and startups regarding business entity formation and incorporation for Delaware C Corporations and New Jersey LLC’s. Andrew drafts bylaws, founders restricted stock agreements, board consents, ESOPs, investor stock subscription agreements and promissory notes, SAFES, executive compensation packages, independent Contractor Agreements, employment contracts, NDA’s and non-compete agreements.

Andrew primarily represents early stage SaaS, software and mobile app startups. At this stage of a company’s lifecycle they are speaking with potential employees, vendors, developers and investors. At the same time startups are creating intellectual property and in trying to grow and scale they might have to disclose their trade secrets and confidential information to third parties. In their haste to make deals startups unless they put enforceable NDA’s in place run the risk of third parties stealing their IP.

Andrew helps startups put in place Non-Disclosure Agreements (NDAs) that will be legally enforceable in court in the event a third party tries to steal his clients intellectual property assets.

While an investor who is not a smart money investor is not a bad thing it does come with its shortfalls. Andrew speaks to startups every week that are negotiating with investors who don’t have a lot of experience in investing in SaaS startups. While these individuals might have made money investing in real estate or owning restaurants or other businesses they have no fundamental understanding of how SaaS businesses make money or for that matter how long it could possibly take for a startup to make money. So typically what happens is that this investor becomes your worst nightmare and calls you monthly wanting to know why your startup is not making money.

Also, Andrew can tell by the demands made by these investors that they have no real startup investment experience. For investors that let’s say get 5% to 10% of the company’s stock they are making VC type demands such as that the company cannot get sold without their prior approval, that they can’t get diluted in any subsequent rounds and that they also want to get preferential stock in the next round. With these types of demands being made by the investor the startup will never attract investment monies from serious investors.

As both a SaaS Attorney and entrepreneur SaaS Lawyer Andrew S Bosin LLC knows from both his personal experiences in building a SaaS company with partners and from his professional experiences in counseling SaaS companies that scaling a SaaS business successfully is no easy task.

It is common knowledge that 90% of startups fail. What Should You Know Before Joining or Launching a Startup Company?

Bootstrapping a Startup Is Extremely Difficult To Do

If you don’t have a significant amount of business experience you cannot appreciate just how difficult it is to not only get a startup off the ground but to also keep it going financially and hopefully scale it. Andrew speaks with SaaS startups every week that are trying to figure out how to pay a lawyer to do all of the necessary legal work to get the business of the ground, issue stock to investors and pay the bills all the while the founders are not getting any salaries.

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