SaaS Contracts Attorney providing legal advice to startups, vendors, software and cloud companies in New Jersey and across the USA Andrew S Bosin LLC is located just outside of New York City.
Andrew drafts and negotiates SaaS Contracts, SaaS Agreements, SaaS Subscription Agreements, SaaS Vendor and Service Provider Contracts and Agreements, SaaS Re-Seller, Affiliate and Channel Agreements, SaaS Licensing Agreements, End User Licensing Agreements (EULAs), Software License Agreements, Software Licensing Agreements, technology transactions, technology agreements, technology license agreements, technology licensing agreements, technology contracts, Software Contracts, Mobile App Development Contracts, App Contracts, Mobile App Agreements, Mobile Application Licensing Agreements, Software Application Development Agreements and API Licensing Agreements.
Why should you hire Andrew as your SaaS Lawyer? For starters, several years ago Andrew rolled up his sleeves and with a group of entrepreneurs built and scaled a SaaS company which obtained a patent for its application. How many other lawyers such as Andrew can make the claim that they have risked their own money and devoted thousands of hours to their own SaaS company?
Andrew understands fully what you are experiencing in trying to raise capital for your startup. This is because Andrew has personally raised funds for the startup that he scaled with partners that received a patent in 2017.
Andrew offers start-ups in their first year a comprehensive fixed rate flat fee legal startup package for the formation of a new Delaware or New Jersey corporation which is structured for a seed/angel or venture capital investment.
The typical startup package includes bylaws, founders stock agreements, initial board consents, action in lieu of first board meeting, IP Invention and Non-Disclosure Agreement and IRS 83(b)(6).
Andrew helps clients right from inception to choosing the right legal entity to protecting intellectual property, securing investment capital, creating and negotiating agreements with investors and co-founders and negotiating contracts and agreements with customers. And, Andrew also provides affordable fixed rate legal fees packages to draft all legal documents to get your company incorporated in Delaware and open for business.
When Andrew advises startups on founder stock share ownership and how to divvy up the pie not only has he drafted dozens of founders’ stock agreements he also personally experienced what it was like to be an owner of a SaaS company which was a Delaware C Corp.
Andrew also offers legal services on intellectual property (IP) agreements, Job Offer Term Sheets, Independent Contractor Agreements, Non-Compete Agreements, NDA’s, Vesting of Equity and Options, Bonus and Salary, Employment Contracts, Employment Agreements, Executive Compensation Agreements, Termination Agreements and Employee Stock Option Plans (ESOP).
Andrew also helps clients negotiate software application development agreements and he approaches it from the perspective of someone who has been the General Counsel of his SaaS company who spent much time heavily involved in his company’s software development process.
Andrew helps companies of all sizes draft and negotiate software, SaaS & cloud application development agreements with developers.
How Can IP Protection Help To Achieve Your SaaS Company’s Goals?
It is important when you hire a third party to develop, create or build your application, solution or product and enter into an agreement with a developer that it contains strong language stating that when the development process is finished that your company owns all of the source code and intellectual property created by the developer.
Andrew believes IP Planning is an important tool in achieving your technology company’s core business mission. Depending on the company’s particular goals, Andrew can develop a long-term intellectual property plan to protect your source code, software, ideas and intellectual property. We also encourage our clients to take proactive steps to protect their intellectual property which includes having customers sign agreements to subscribe to or license software that includes language that deals specifically with IP infringement.
When you’re trying to choose the best fit for your SaaS company in a Lawyer you need to ask yourself several questions. First, do you want to go with a big Law Firm? Or, do you want a smaller law practice one that is more affordable, accessible and nimble but can also help you grow and expand as your company gets more clients. For some SaaS companies the grass is always greener at a bigger law firm and no matter what anyone says to the contrary they believe that a big law firm will best suit their needs. Having been a partner at a large law firm Andrew can speak with experience in that if your company needs a multi-disciplinary approach to solve multiple legal issues such as tax considerations, jurisdictional Issues, currency issues, cross border issues or complicated off shore deals then yes a big law firm is probably the best option for you. Chances are a smaller law firm does not have the resources that a big law firm has to solve every single legal need you possibly could have.
However, if your legal needs are focused on drafting a SaaS Customer Subscription Agreement or Negotiating an enterprise agreement or structuring a Delaware C Corp with founder’s stock agreements then a smaller law firm will probably fit the bill for your company and Andrew is your SaaS Lawyer. In 2012, at the same time he was providing legal advice to SaaS clients Andrew also created a SaaS business with partners, scaled it and they were awarded a patent in 2017. Unlike other lawyers who might provide excellent legal advice Andrew has taken that further step by doing the startup grind and through his SaaS startup experiences he has participated in every aspect of a SaaS business from performing all of the legal work, raising funds, closing capital financing rounds with investors, negotiating deals with software developers, participating in the marketing and sales process and drafting worldwide SaaS contracts and licensing agreements. One of biggest attributes that Andrew brings to the table is that whatever stage in the life cycle his SaaS clients’ companies are in Andrew can guide them legally to the next phase of their businesses.
When you hire a SaaS Lawyer do you ever think about how you are going to be communicating with them? Can you text or email your lawyer using their cell number? Can you speak to them at night or on weekends? Are they going to respond to emails or calls at night or on the weekends? If you hire Andrew he can answer yes to all of these questions. Andrew prides himself on being the most accessible SaaS Lawyer out there. Andrew provides clients with the personal service one would expect because they are a close friend or relative of Andrew. One of the reasons why Andrew is so transparent and accessible is because he has experienced both being a big firm corporate lawyer and now entrepreneur small law firm owner. In this setting, having been a SaaS entrepreneur and owning his own law firm Andrew can offer clients the type of personal service that simply cannot be done in a large firm setting. When you communicate with Andrew you are doing so via his cell phone; there is no admin or other lawyers to deal with or an answering service. Simply put, you get Andrew. And, all client communications are typically responded to within thirty minutes.
As an experienced SaaS contracts attorney and SaaS entrepreneur in the New York City area providing legal advice to clients in all 50 states Andrew has both entrepreneurial street credibility boots on the ground experience and the legal acumen to help you in creating a high growth SaaS company. His unique skill set and unmatched experience separates Andrew from others lawyers. You would have to search very hard to find another lawyer like Andrew who at the same time he was providing legal advice to SaaS clients that over a five year period he also put thousands of hours into his own SaaS company.
Is your goal to become a successful SaaS entrepreneur? Do you have the skill set to build and scale a SaaS company which includes developing a viable product that adds value in the marketplace, raising a sufficient amount of funds to keep your company sustainable for a sufficient period of time, finding co-founders who have the same vision for the company as you do and developing a marketing and sales strategy that will produce results? What you also need is a dose of humility. As a SaaS entrepreneur unless you have successfully exited from other companies you don’t know it all. That’s why it’s a good idea to seek advice and surround your company with mentors and advisors who have been there and done that and can offer pragmatic advice about how to solve for problems and issues that arise from time to time.
Some entrepreneurs starting out have no idea how to build a startup let alone create a business plan. Most entrepreneurs who are bootstrapping their startups with very little in the way of money have never built a company or created something of value that other companies would want to use let alone be able to sustain themselves financially as the result of their efforts in creating some sort of software or technology. The bottom line is how many entrepreneurs who start a tech startup have been themselves financially responsible and stuck to some sort of budget. Now add to this that as an entrepreneur you will likely go without a paycheck for a while if you are all in. So the question you have to ask yourself is why would a SaaS company want to hire a lawyer that has no startup experience themselves? Finding a good SaaS lawyer should be relatively easy; someone who can draft all of your legal documents and give you advice. But is that good enough? Why wouldn’t you want legal advice from a SaaS Lawyer who has been there and done that and built and scaled a startup? A lawyer who has personally experienced all of the things you are going to go through in building your software company. That lawyer is Andrew S Bosin LLC.
Unfortunately, because 90% of startups fail there is a certain number of SaaS startups that not only do not have enough money to ever scale or grow their companies they also don’t realize just how much time and effort they are going to have to put in just to have a chance at being successful. Andrew speaks to startups all the time seeking his legal guidance and wisdom and experience in building his startup with partners. He tells them all of the things they will need to do in order to go down the road and try to be successful. Most of these things are capital intensive and will require a lot of money to get done. Andrew is very frank when speaking with SaaS startups. When they ask Andrew how much capital it is going to take to build and scale their SaaS applications Andrew gives them a range of monies they will need to have on hand or raise. Andrew is able to speak with certainty because he has personally worked on every aspect of a SaaS company from performing all of the legal work, to raising money to closing capital financing deals.
Time is the enemy of most startups. The longer it takes to get your product developed and in the marketplace greatly diminishes your chance at success. There are a myriad of reasons for this. The longer it takes to make money usually shortens the shelf life for most startups because they will eventually run out of money trying to get to market with their product. And, the longer your product remains out of the marketplace could mean that a competitor‘s product has a shot at becoming the leader in your field. Please read Andrew’s article on why SaaS startups face time and money issues
What is the real purpose of a beta test and what type of companies should beta test your SaaS product. Andrew speaks to SaaS startups who believe that a beta test should be used to pre-sell their products to potential SaaS customers and use the product for free. This type of strategy could be fatal to a SaaS startup for several reasons. For starters, most SaaS startups early on before their product goes live with customers do not purchase insurance to mitigate the risks of a data breach or cyber attack. What if your SaaS application is in beta testing with 10 potential customers that you have had no prior dealings with and you suffer a data breach or hack and the potential customers suffer damages? If this happens your company will likely get sued and if it does it will not survive. That’s why beta testing should be done by companies that you have close relationships with and they understand that the purpose of testing the product is to test it for defects and issues so that when your product eventually goes live with customers you will have worked out all of the defects. What do you think your chances will be of signing up potential customers that you have no relationships with when a defect or issue pops up with your software during beta testing.
One of the most important things that a SaaS startup can do is to create a digital document that serves as your “financials.” This document should be pliable with the numbers changing as events occur such as raising or lowering financial projections due to increased or decreased revenues. This document should be used by your company on a daily, weekly and monthly basis to track and project costs, expenses and capital expenditures. When a startup seeks funding from an investor who is serious about the company inevitably the startup will get asked what are they going to do with the use of proceeds from the investment. Drafting sound financials which project quarter by quarter two years out both revenues and anticipated expenses will show an investor that your company has good business sense and if your product offers value in the marketplace sound financials will help your company get that investment. Andrew has been personally involved in his own SaaS company’s revenue and expense projections and building and growing the business side of the company.
Another area that some startups fail in is the sales process. Unless you have personally tried to sell SaaS products to the enterprise it really doesn’t matter how successful you have been in your career. Selling SaaS software is a completely different animal than trying to sell any other product. What Andrew learned after thousands of hours of building his SaaS company with partners in selling their application to enterprise customers is that the SaaS sales cycle has a mind of its own and that every enterprise software deal is different from the next. Andrew’s clients seek his experienced SaaS legal advice because he has personally sold SaaS products to enterprise customers while building his SaaS company with his partners and he understands how they think and act as the deal progresses. Its one thing to get an enterprise customer interested in your company’s SaaS product and another thing to close the deal. The deal could be stuck for months due to many things. For starters, the enterprise client might want to test your SaaS product but from a development standpoint they have to fit your project into the “cue” and for lack of a better word get to it. There have been times when Andrew was trying to close a deal for his SaaS company and the enterprise client had not even tested or used his company product because their developers were too busy with other projects. Or, the enterprise client wanted development work done on his SaaS company’s product to make it more compatible with the enterprise client’s strategy for attracting their own customers. Then, there is the issue of who is going to pay for all of this development work and the client has not signed the contract. All too many times early stage SaaS companies fall into the trap of giving away the store for free and agreeing to pay for development costs to try to attract the “big” client. This is a huge mistake unless the client will agree in writing to a long term contract. Please read Andrew’s article on tips for selling SaaS software to the enterprise.
One of the biggest hurdles or roadblocks in trying to successfully sell SaaS products to the enterprise that Andrew learned is the need to quickly identify the right individual working for the prospective client that ultimately makes the decision to do a deal with your SaaS company. While there are great social media tools out there to help you find potential decision makers to pitch your SaaS product to it is really up to you to dig in and identify whether person A or person B is the individual that ultimately is going to help your company make the sale. Sometimes it comes down to the VP of this group or the VP of that group. One of the best techniques that Andrew developed for moving the SaaS sales and marketing process along is simply being direct. After one or two emails or perhaps after the first call simply asking the individual who works for the prospective customer whether or not they have the decision making authority to green light the use of your SaaS product or not. If not, you need to move on and find the right decision maker. While it is important to find employees inside the customer’s organization who find value with your company’s product and can help move the sale along you won’t get to the finish line until you find the right decision maker.
How To Limit Your Legal Liability Exposure in SaaS Agreements.
Software as a Service SaaS Attorney Andrew S Bosin helps companies, startups, providers, end-users and licensees limit their legal liability and exposure in negotiating SaaS Agreements. Andrew also works closely with clients in helping them better understand and deal with legal issues related to and associated with data protection and security and cyber-attacks in Software as a Service SaaS contracts.
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.
Given that almost every function we perform on our cell phones from Gmail to Facebook is a SaaS Application why do so many SaaS customers fear the thought of giving over control of their company’s data sometimes confidential to an off-site SaaS provider or in reality a third party service contracted by the provider to perform hosting and serving functions for it? Despite the state of technology and that fact that there is widespread use of robust security, intrusion detection systems and encryption to name a few there is not a week that goes by that a large data security breach is not reported. Because SaaS Vendors and Providers by their very nature are in the business of protecting other company’s confidential data and information and must do a good job of it or else a better more equipped competitor will crop up some say that SaaS providers sit in a better position to protect customer’s data that the customer.
The big legal term that SaaS Providers fear and you can expect huge pushback in contract negotiations is if you say the words, “consequential damages.”What are consequential damages? These are damages that could be predicted or anticipated as a result of a breach of contract. Most would agree that if a customer’s data is compromised and this breach caused them to suffer lost profits that this is a foreseeable damage flowing from the breach. Unfortunately, for SaaS Providers this type of damages could well exceed the monetary amount paid by the Customer for the Services in the Agreement and could cause the SaaS Provider to go out of business.
Despite the catastrophic consequences a data breach might cause a SaaS Provider in the pocket book, SaaS customers in all likelihood will attempt to hold SaaS vendors fully liable and responsible for any data loss, damages, intrusion, or unintended breach or disclosure.
Most SaaS vendors will not agree to any clauses in the SaaS Agreement where they are responsible to accept consequential damages liability. This is because all it takes is one breach of data and a client suffering enormous damages for the SaaS provider to be put out of business. On the flip side, most SaaS customers enter into contracts with their own customers obligating their companies to perform certain services. In how many of these agreements do the SaaS Customers’ obligate their companies to accept consequential damages liability? The answer is probably close to zero.
The best course of action for a SaaS customer to take is to try to convince the SaaS provider to accept liability for direct damages from a data breach for an agreed upon limit amount based on total value of the contract. Hypothetically, if the contract is $20,000 for one year perhaps the SaaS Vendor would agree to cap damages caused to the customer in the amount of 1.5 times the contract.
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.
- What data security/privacy protections does the SaaS Provider have in place?
- How often is customer data backed up?
- Does the SaaS Provider have multiple backup data centers in different geographic locations?
- Can the customer retrieve its data from the Provider’s servers to backup on its computer?
- 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?
Whether you are a customer or supplier, the following legal issues should be included in any SaaS agreement. If you are a SaaS supplier, a distributor/reseller agreement will need to be put in place between your company and each distributor/reseller with certain language and additional clauses in addition to your typical SaaS terms and conditions especially if you are doing business outside of the country where your base of operations is located.
Andrew offers low cost, well priced, reasonable, inexpensive, affordable flat rate fixed legal attorneys fees packages in exchange for the client receiving quality SaaS Reseller Agreement legal advice and services.
Applicable Law and Language
In the event your reseller is located in another country, your company should not agree to the contract being governed by local law and language. For example, if your reseller is located in France it will most likely desire the agreement being written in French and subject to French laws and jurisdiction in the event of litigation. This is because the local reseller will be selling your SaaS Software to its customers using its own local terms, conditions and contractual language. With that said, your company has no relationship with your reseller’s customers. So why should your company be contractually bound by local law and language? The simple answer is it should not.
You might consider as part of the negotiation between your company and the reseller to allow the reseller agreement to be translated into the reseller’s local language so each party has the agreement in their own language. It is important that the parties agree that the English version of the Agreement be the only version that is legally in effect in the event the parties have a disagreement about enforcement or interpretation of a term.
The reseller’s access to the SaaS Supplier’s software should be limited to the term of the SaaS Agreement. The software license should automatically terminate once the agreement expires or terminates.
In addition, if the customer is a company that does business all over the globe it is important to specifically identify which companies, entities or subsidiaries may have access to the software, in which parts of the globe and how many users will be accessing the software. Another thing to remember is to spell out the specific purposes for which the software may be accessed.
Intellectual Property Rights
It is critical that the SaaS supplier control the use of its name, trademarks and intellectual property rights by its resellers and that the SaaS Supplier must retain ownership in all of the IPR in the software and services it provides. The reseller agreement should spell out clearly if the reseller shall be permitted to register your company’s name, trademarks or local domain names on your company’s behalf for SaaS application and products. Certain countries in order for a SaaS supplier to do business in it may require a local company to perform such registrations.
If your company grants such rights to the reseller it is critical that you regulate what happens to ownership of trademarks and the use of your name at the expiration or termination of the SaaS Agreement.
In any event, the supplier should retain ownership of all intellectual property rights in the software and services it provides. Specifically, the agreement should say that the source code remains owed by the Supplier.
Return of Data
The customer’s data should be returned when the agreement ends. The format in which the data is to be returned and payment for this service should spelled out clearly in the agreement between the parties. In return for payment, the supplier can assist the customer in transferring its data to a new supplier.
Service Level Agreements (SLA)
The Supplier provides hosting, maintenance and support services to the customer. The SLA should spell out the terms of this service. It’s a good idea to list where the data is being served from, i.e., what country and what security, backup and disaster recovery procedures are in place. It is also important to set forth support services and hours.
Territories and EU and Local Competition Law
You should specifically list the territories and/or countries in which the reseller may resell your SaaS application and products. And, you need to state in the Agreement if your reseller has exclusive or non-exclusive rights in each of the territories. If the reseller is granted exclusive rights make certain that your company retains the right to make passive sales to customers, if not, you will be in breach of EU competition law.
Lastly, certain countries have anti-competitive laws that automatically apply to the reseller agreement. If you fail to comply with these laws not only could the entire agreement become null and void your company will be subject to substantial fines.
Andrew offers low cost fixed rate legal fees.
Please contact Andrew for a free consultation at 201-446-9643.
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