Technology attorney and SaaS lawyer based in New Jersey drafting technology licensing agreements, SaaS contracts and technology contracts for startup companies across US.
NO OTHER SAAS ATTORNEY HAS MORE GOOGLE 5-STAR CLIENT REVIEWS THAN ANDREW.
Call SaaS Law Firm Andrew S. Bosin at 201-446-9643 for a free consultation no matter where you are located in the US.
As the owner of a leading Nationwide Tech Law Firm based in New Jersey helping software companies across the US, Andrew has also launched and built two SaaS companies with partners as the General Counsel.
Because of his entrepreneurial experiences, SaaS startups routinely seek Andrew’s legal advice about drafting SaaS contracts that will protect their company’s legal rights.
As a SaaS entrepreneur, Andrew understands SaaS law and what it takes to build a startup business. It’s so much more than turning an idea into revenues. It takes tenacity, sheer will, preparation, planning, sacrifice, and the ability to work well with others.
Sometimes things don’t go as planned and you have to pivot and change your entire strategy. That’s why you need the advice of experienced SaaS Lawyer Andrew S. Bosin.
As a business lawyer Andrew understands the challenges that startup companies face in a global marketplace economy. Andrew represents companies in early-stages of formation and entrepreneurs looking to start businesses.
Many of Andrew’s clients are in emerging growth industries that need creative financing and agreements that are structured to accommodate both rapid expansion business and investment opportunities.
With over one hundred startups as clients, Andrew thrives on turning an initial consultation into a successful, long-term relationship with his clients. The consultation is free so give Andrew a call.
When software development is discussed, the conversation often shifts to the need for great talent, the inadequate supply of qualified developers and the rapid pace at which companies need to move their software products forward. Unfortunately, talking about the legal issues related to software development is much less common.
But legal issues for both the companies getting software, SaaS and mobile apps developed and software developers can be very complex. Typically, different legal issues need to be addressed at each stage of the software development process.
If you or your company create software, it’s important to understand all of the legal issues you might face and work with a well respected software development attorney to address these issues before they become an issue.
Andrew has substantial experience advising SaaS, software, cloud and mobile app startups and technology companies and can provide legal advice at each stage of your company’s software development.
Protecting the IP of Your Software
Protecting your intellectual property is important in being able to compete effectively in software development. Patents, copyrights and trade secrets are all routinely put in place to protect IP held within software, as follows:
- Trade secrets protect the ideas and practices important to the development process that you do not want disclosed to outside parties and competitors.
- Source code can be copyrighted to make sure your exact code is protected under a work-for-hire copyright for 75 years.
- Patents can be used to protect your ideas.
The key to protecting your IP as a technology company is making sure that an attorney pursues the appropriate type of IP protection.
You must think out Software Licenses very carefully with a view to the context in which the licensed software will be used. If software a company is licensed to use is important to that company’s product and/or operations, you need to make sure all current and future uses of the software by your company are thoroughly dealt with in the license.
Any limitations that impede your business or permit the licensor to terminate the license could significantly impact your product and/or become a diligence issue for future corporate transactions and/or capital financings.
If you are considering permitting other companies to use your software by means of a license agreement, it’s important to put in place protections that permit you to retain ownership, requisite control and, if needed, to terminate the license agreement in certain situations. If such licenses fail to contain sufficient controls, perhaps future investors and acquirers may consider your intellectual property to be worth substantially less.
All software must now be in compliance with data protection laws and that includes proper security protections into the code. This all has to be integrated and/or built into the software at an early stage of development. This means that developers must be made aware of the issues they need to face at an early stage. It is very rare that patches applied once code is developed work properly to ensure compliance. This means that law for software developers must be made available to them at every stage of work. And, attorneys must be considered partners in creating the best product.
Limitation of Liabilities
Liabilities arising from the software development process include everything from patent and intellectual property infringement, failing to properly address bugs before a release to insufficient or misleading privacy issues after a product has been distributed and in use. A good technology attorney can facilitate communications with the management team and software developers in order to understand the product and what legal issues that might arise from the development and use of that product.
Software Development for Hire Contracts and MSAs
“Work for hire” is a copyright doctrine that gives the employer ownership of the copyright in works of authorship created by an employee or, in certain instances, an independent contractor. Because software consists of many different types of intellectual property, however, the work for hire doctrine by itself may not sufficiently transfer ownership of the created work to the employer or entity that hired the contractor to develop the IP.
As such, software development companies typically include in work for hire contracts carefully crafted language drafted to transfer ownership of the final developed software product and any resulting IP.
The wording of non-disclosure clauses is necessary to prevent any disclosure, in essence, barring a contractor from re-creating the code for another client.
Software development Master Service Agreements (“MSAs”) typically include the following unique clauses:
- Scope, Specifications, and Service Levels. Here, the contract should explain not just the general scope of the project, but also any deliverables and end results desired, including any required methods or code, if needed. Software development contracts need a much higher level of specificity about the deliverables than most other MSAs. This is because the final product can be achieved in many different ways. All specifications, KPIs, metrics, and service levels should be spelled out here so that deliverables and performance can be measured against objective goals.
- IP Ownership. Intellectual Property clauses state who owns each component of the IP included in the product, who has ownership after it has been used, as well as who will retain the full rights to the final product. Oftentimes, these clauses operate such that IP ownership transfers when final payment for the software, or some portion of the software, is completed.
- Confidentiality. Software development MSAs typically include the disclosure of confidential business information by both parties. As such, well drafted, non-ambiguous confidentiality and nondisclosure clauses are generally required in order to ensure that material can be shared quickly enough to get the work done and without any concern that it will be misused by the other party either during the term of the agreement or after the software has been created.
- Representations and Warranties. The appropriate scope of representations and warranties in software development contracts include whether and to what extent knowledge and materiality qualifiers are used which varies according to context.
- Acceptance Mechanism. A difficult part of executing an MSA for software development has to do with disagreements arising from the acceptance or rejection of each deliverable. That’s why these clauses spell out exactly how deliverables will be objectively tested and accepted. When these specifications are clear and based on objective data, it becomes much easier to ensure predictability in the company/developer relationship.
An experienced technology attorney can help you draft the myriad of other specific clauses that may be necessary, which all depend on the scope and nature of your software development project.
What Are The Advantages and Disadvantages of SaaS Agreements?
Like anything else today that is offered via a web based subscription model, SaaS has its advantages and disadvantages.
As an experienced Software Attorney, Andrew clients frequently ask him what are the pros to using SaaS?
Cost. Subscription-based software licensing makes it easier to allocate costs for separate business units or departments. It can also be easier to account for a steady expenditure rather than one, large cost every few years or so.
Some subscription models allow businesses to pay less in exchange for access to fewer features of the application. This has made for a lower buying threshold, giving much smaller businesses access to software they might otherwise cannot afford.
Maintenance. One of the best benefits of using SaaS is the automatic maintenance to the software. Patches are automatically made via the web typically unbeknownst to the customer.
Performance and Service Reliability. Typically built into a SaaS agreement is a Service Level Agreement (SLA) by which the vendor guarantees that the SaaS application will perform or be up, running and functioning for a certain period of time typically 99% of the time.
You should also look for language which limits the amount of time the vendor can take down the application for maintenance or updates. You should also look for credits (known as “service credits”) to the customer for failure to meet response time and resolution time requirements promised by the vendor.
And, there needs to be defined hours during which support is available and requirements for online and email support during non-business hours.
The Ownership of Intellectual Property. The vendor needs to protect the IP behind its SaaS application by putting in clear language into its customer agreement stating that it owns all intellectual property rights in the underlying software that relates to its SaaS application and that the customer is prohibited from reverse engineering or re-creating the vendor’s software.
If the parties are sharing any software, services, content, data or materials with the other party, the SaaS agreement should contain language protecting intellectual property rights. The contract should also specifically state how vendors are permitted to use the customer’s data and personal information, including the purpose that the data can be used for and the right to sublicense the data.
Data Security. With so much written about what safeguards and measures SaaS vendors should take related to data security and protecting the confidentiality of its customers data and personal information it should be relatively easy to ascertain from a SaaS vendor what security measures it has put in place.
Customers should ask vendors about off-site data storage, data backup, whether they have undergone a SOC-2 audit, do they use multi-factor authentication, are their systems and networks subject to routine penetration tests and audits for security measures.
Does the vendor have a data security policy and are there procedures in place in the event there is a customer data breach including notification to customers.
Indemnification and Limitations on Liability. One of the biggest concerns any savvy customer should have is what is being done with my data and how is the SaaS vendor protecting it.
Because of the massive amounts of customer data being uploaded into SaaS applications, customers are demanding that SaaS vendors take on more liability in terms of paying a sum certain amount in damages if their data is compromised or stolen or the vendor breaches its obligation to keep the customer data confidential.
It is also critical for SaaS customers to demand that indemnification provisions be included in the event of third-party claims. Typically, these happen when there has been a security breach or a third party’s intellectual property rights have been infringed.
Andrew understands the challenges that entrepreneurs face when starting a new venture or business of any kind, and he wants to be at your side to find legal solutions that are efficient and cost-effective. Some potential challenges for startups include:
- Business Formation Strategies
- Executive Compensation Including Stock and Options
- Availability of Financing
- State and Federal Regulatory Compliance
As a Tech Startup Attorney, Andrew offers effective legal solutions to companies in the technology, SaaS, mobile app and SaaS sector ranging from startup, midsize companies, to mature growth companies with revenues in excess of $1 million a year.
Andrew advises on choice of business entity structure, capital structuring, stock options, drafting and adopting bylaws; board formation matters, corporate governance after incorporation,employment issues, confidentiality agreements, NDA’s and establishing and implementing processes for protecting clients’ intellectual property, combined with drafting agreements to transfer intellectual property from founders to the startup business.
Andrew knows how to negotiate transactions for your specific type of business and he also understands the important issues where he must advocate on your behalf to protect your legal rights. Andrew has the range of experience to create the necessary capitalization for your business, negotiate with a licensee or licensor and create important strategic alliances and joint ventures.
Andrew’s expertise includes the representation of SaaS as a Service (SaaS), SaaS, Cloud Computing, mobile device SaaS, ecommerce companies, and many other different types of technology and SaaS companies.
As a SaaS Lawyer helping startups, Andrew believes it is a privilege to work with innovative early stage growth companies. Because of his own startup experiences Andrew appreciates the energy and enthusiasm startup founders have.
Giving legal advice so entrepreneurs can bring their ideas to life is what makes being a startup lawyer enjoyable. Andrew can assist any company that needs help navigating the SaaS Law landscape.
Andrew has also been a complex business trial attorney with multiple jury verdicts having handled massive business disputes involving different legal theories and thousands of pages of documents in discovery. As such, Andrew is use to drafting language to protect clients legally in sometimes complicated agreements. Andrew takes great pride in drafting SaaS agreements that are written in plain English and unambiguous.
For your convenience and affordability, Andrew offers clients the choice of paying low cost flat rate fixed fee startup legal packages.
If you are seeking a SaaS Lawyer that charges flat fees you need to understand that unless your project changes significantly Andrew will not charge you any additional fees beyond the upfront flat fee retainer you pay to his firm.
Some law firms represent that they only charge a one time flat fee but in reality that flat fee might only cover three or four hours of their time. Andrew does not play these types of games. He is extremely transparent in that his firm’s fees and the work to be done for your company are spelled out in a one page retainer agreement.
AFFORDABLE, LOW COST SAAS STARTUP DELAWARE C CORP FLAT LEGAL FEES PACKAGES: $2,950.00 FLAT FEE
- Delaware State Filing Included
- Registered Agent set up and one year of Registered Agent service Included
- Corporate name availability check
- File Certificate of Incorporation with Delaware Department of State
- Draft Certificate of Incorporation
- Obtain Employer Identification Number (EIN)
- Draft Corporate Bylaws
- Draft (2) Founder Shareholder Agreements
- Draft (1) Investor Agreement
- Draft Invention Assignment Agreements
- Pay with credit card or debit card or through bank account.
If you have hired a traditional law firm as a startup, you likely have walked away with a bad experience. Many law firms still use out-of-date technology, practice methods and billing practices that often don’t line up with the way you operate your startup business.
When you work with Andrew as your startup attorney, you will experience a modern law practice that takes advantage of cloud web based technologies, digital file-sharing, electronic signatures, and also easy online billing functions. And, you can benefit from Andrew’s fixed-fee, project-based legal services.
SaaS Agreements, Contracts and Templates Drafted For Companies of all Sizes
Whether you are just starting out licensing your company’s SaaS application or an enterprise vendor dealing with larger clients, Andrew can create agreements to fit any type of company or budget.
Andrew drafts, reviews and negotiates low cost, affordable, SaaS Subscription Agreements, EULA Agreements, Master Services Agreements (MSA), Customer, EULA, Startup, Sales, Services, Vendor, API Licensing, Enterprise and Reseller Agreements and templates for SaaS companies, startups and vendors across the US.
Some Experience Highlights include:
- Negotiating End User Licensing Agreement for global provider of proprietary healthcare revenue cycle management software;
- Negotiating SaaS Agreement for global provider of proprietary healthcare software for checking the status of patient’s health care eligibility benefits and insurance claims
- Negotiating Software License for client who developed software which review’s code base;
- Drafting SaaS Agreement for developer who created an “Escape Room” game;
- Drafting data security and privacy regulations for mobile app developer;
- Drafting worldwide SaaS Subscription Agreement related to user generated recorded video;
- Drafting SaaS Agreement for Employee Rewards System;
- Drafting SaaS Agreement for Worldwide Hotel Employee Hiring and Applicant Tracking System
- Andrew helps clients with protecting the intellectual property for their SaaS or software product. The key to protecting your IP as a technology company is ensuring that a lawyer pursues the appropriate type of IP protection and that your lawyer is experienced in drafting smart agreements.
As an experienced SaaS contract attorney, Andrew helps SaaS, software, mobile app and technology entrepreneurs nationwide located in Boston, Connecticut, New York City, Atlanta, Chicago, Washington DC, Austin, Dallas and Houston, TX, Orlando, Nashville, Indianapolis, Tampa and Miami, FL, Long Island, Brooklyn, Northern Virginia, Charlotte and Raleigh, NC, Denver, Phoenix, San Jose, Sacramento, Orange County, Riverside, Irvine, Silicon Valley, San Diego and Los Angeles.
Call Andrew for a free consultation at 201-446-9643.
Andrew specializes in drafting, reviewing and negotiating software, NFT, Blockchain and technology licensing agreements & SaaS contracts and template agreements for SaaS startups, vendors, providers, enterprise companies, resellers, end-users and customers.
Technology Errors and Omissions Insurance and Cyber Insurance
If you own a technology company and make software that other companies are going to use and rely upon, do yourself a favor and look into buying insurance, including but not limited to Technology Errors and Omissions Insurance and Cyber Insurance.
Let’s say you create a software product and you test it and test it then debug it and it finally works. A client installs the software and unfortunately it has a glitch. The client then suffers a business interruption and caused damages, and you get sued for tens of thousands of dollars. Yikes! You’re a startup and don’t have that kind of money to pay for the damages, let alone pay for an attorney to defend the lawsuit.
This is where a really good E&O Policy comes into play. Unless you did something insane with your product, such as building bugs into it, your E&O policy would defend the lawsuit and pay out if your company were found liable for the damages caused by its software.
What else should a good E&O policy cover? How about a cyber-attack? You should look into an insurance policy that insures your company for damages caused to your company or a third party as a result of a cyber-attack that hits your software.
Andrew helps clients with data protection. All software must now comply with data protection laws and include proper security protections into the code. This has to be integrated into the software at an early stage of development, which means that developers must be made aware of the needs and issues they face at an early stage.
Rarely do patches applied once code is developed work sufficiently to ensure compliance, which means that law for software developers must be made available to them at every stage of work, and lawyers should be considered partners in creating the best product.
SaaS Startup Legal Issues
A good SaaS startup attorney has to have a deep understanding of the law in order to best represent and counsel a startup company.
This is because a startup company by its very nature touches upon many different areas of the law from the beginning, including employment, intellectual property, tax, and securities laws.
The founders of a startup will need to figure how to best structure the company initially. Should it be a Delaware C Corporation or a New Jersey LLC? What are the pros and cons of incorporating in each state?
How and from whom or what source should the startup raise capital for its initial seed investment? Should it be debt or equity, angel or seed investors, friends and family or VC firms?
Before you even think about pitching investors or VC’s you need to create a well thought out pitch or sales deck with financial projections which should take into consideration costs, expenses and revenues.
Should and can the company hire 1099 independent contractors instead of W-2 employees? What are the risks? How should the startup best incentivize employees? Should it be through a defined employee stock option plan?
What about making sure that all of the technology and intellectual property created and developed by founders, employees and independent contractors become property of the company?
These are just some of the issues that most new startups face at inception, and which an experienced New Jersey startup attorney has to be well versed in to handle appropriately on its behalf.
SaaS Attorney Andrew S. Bosin, Esq. has the vast, broad range of experience and unique legal background which makes him an invaluable asset for startup companies.
Having been a business trial attorney in mid size New Jersey law firms for over twenty years, and having served as General Counsel of a SaaS company, have provided Andrew with a unique skill set, which are priceless to startup companies and entrepreneurs.
It is estimated that 90% of all startups fail. So what’s the secret of the successful 10%? Having a solid startup lawyer in New Jersey and putting in place a strategic plan for growth can set you up to join other successful entrepreneurs.
Here, at Andrew S. Bosin LLC, New Jersey business formation attorney we are committed to helping you create a startup that will last. Entrepreneurs can benefit from the guidance of an experienced business startup lawyer in New Jersey.
There are a lot of things to consider when building a new business, and New Jersey business formation attorney Andrew S. Bosin, Esq is here to help with things like:
Formation of entities, LLC’s and Delaware C Corporations.
Drafting and negotiating NDA’s, Employment Contracts, Job Offers, Stock Option Agreements, Advisor Agreements and Founder Restricted Stock Purchase Agreements.
Creating shareholder options, outside investments and agreements between startup and founders and startup and investors including SAFEs and convertible debt and promissory notes, Intellectual Property licensing, contribution and assignment agreements, Tech startup advice, and preparing founders for meetings with investors,
Software & SaaS Licensing Free Consultation Lawyer
Software licensing & SaaS Software free consultation lawyer. Free attorney initial consultation with software lawyer about software licenses and SaaS Agreements. Free initial legal consultation.
The Law Firm of Andrew S. Bosin LLC is an experienced nationwide law firm specializing in representing health tech software providers
The health care software licensing industry today is being influenced by every changing market and regulatory conditions which in effect, are causing software to be more efficient and handle more tasks such as cloud based medical software technology services and solutions that significantly improve how patient data and information is captured and integrated.
With these exploding opportunities innovators are facing new challenges, such as HIPAA and the distribution of liabilities , i.e., SaaS providers hosting platforms and healthcare providers.
Cloud Based Health Care Technology Software Licensing Law Firm NJ
Andrew S. Bosin is a leading highly skilled New Jersey cloud based SaaS health tech medical software technology licensing attorney lawyer providing legal advice to clients that significantly improve how patient data and information is gathered and collected.
Software Contract Negotiation Tips
Software contract negotiation tips. Negotiating software license contracts and agreements can be a slippery slope. Leading experienced software licensing attorney Andrew S. Bosin with a nationwide practice in New Jersey counsels both software developers and licensees.
As a licensee or end user of software, you should be very careful to negotiate key terms and clauses that will protect your interests in the contract.
Here are some key software contract negotiation tips to think about if you are a licensee and about to enter into contract negotiations:
Software Contract Negotiation Tip #1 – Negotiate the Price
The price is usually negotiable for the software license. With that said, you don’t get what you don’t ask for.
Software Contract Negotiation Tip #2 – Get Very Specific Defined Terms
You need to make sure that the terms of the agreement are spelled out clearly with no ambiguity. For example, what does the term “user,” mean and how many users can use the software during the term of the agreement. Make sure the agreement does not charge you for each user or if it does at least you know that going into it.
Software Contract Negotiation Tip #3 – Know What the Licensing Fees Are
Every part of the agreement from the licensing fee to the maintenance to the support should state what the fees are.
Software Contract Negotiation Tip #4 – Get a Transferable License
You want to make sure that if you acquire companies that down the road these entities can use the license and you are not having to pay a licensing fee all over again.
Software Contract Negotiation Tip #5 – Negotiate the Statement of Work
It might not be so easy to implement the vendor’s software on to your computer systems or servers. You need to make sure that you negotiate the Statement of Work (SOW) before you sign any type of licensing contract. The SOW should define the scope of the implementation project and should also identify both what the vendor is responsible for and what you are responsible for.
If you fail to include an SOW in the contract don’t be surprised by the amount of work you are required to do in the implementation of the software that you believed the vendor would do as part of the agreement.
Software Contract Negotiation Tip #6 – Write the Terms
Get all of your terms and conditions in black and white. You need to make certain that all of the negotiation and changes to language and agreed upon terms are written into the contract and all exhibits.
Please reach out to Andrew for a free consultation at 201-446-9643.