SaaS Contracts Attorney

SaaS Contracts Attorney Andrew S Bosin LLC drafts subscription and master service agreements.

SaaS Contracts Attorney

SaaS Contracts Attorney Andrew S Bosin LLC located in New Jersey right outside of New York City drafts and negotiates SaaS Subscription Agreements, Reseller Agreements, Customer Sales Agreements, Software as a Service SaaS Agreements, Master Service Agreements, API Licensing Agreements, Software Licensing Agreements, Cloud Computing Contracts, IT Managed Services Agreements, Software Application Development Agreements, Internet Contracts, Website Legal Agreements including terms and conditions, terms of use, terms of service and privacy policies, SLA's and End User License Agreements (EULA) for startups, co-founders, vendors, entrepreneurs, enterprise companies, licensees, end-users, customers and developers.

  

SaaS Contracts Attorney drafting and negotiating SaaS, Software and Cloud Licensing Agreements, End User License Agreements (EULA), Customer Sales Services Agreements, Subscription Agreements, Reseller Agreements, Software Licensing Agreements and Cloud Computing Contracts for startups, vendors, providers, developers, customers, licensees, end-users and enterprise companies engaged in business deals and transactions and located in Charleston. SaaS Contracts Attorney drafting and negotiating SaaS, Software and Cloud Licensing Agreements, End User License Agreements (EULA), Customer Sales Services Agreements, Subscription Agreements, Reseller Agreements, Software Licensing Agreements and Cloud Computing Contracts for startups, vendors, providers, developers, customers, licensees, end-users and enterprise companies engaged in business deals and transactions and located in Atlanta, Georgia. SaaS Contracts Attorney drafting and negotiating SaaS, Software and Cloud Licensing Agreements, End User License Agreements (EULA), Customer Sales Services Agreements, Subscription Agreements, Reseller Agreements, Software Licensing Agreements and Cloud Computing Contracts for startups, vendors, providers, developers, customers, licensees, end-users and enterprise companies engaged in business deals and transactions and located in Jacksonville, Florida. SaaS Contracts Attorney drafting and negotiating SaaS, Software and Cloud Licensing Agreements, End User License Agreements (EULA), Customer Sales Services Agreements, Subscription Agreements, Reseller Agreements, Software Licensing Agreements and Cloud Computing Contracts for startups, vendors, providers, developers, customers, licensees, end-users and enterprise companies engaged in business deals and transactions and located in Orlando. SaaS Contracts Attorney drafting and negotiating SaaS, Software and Cloud Licensing Agreements, End User License Agreements (EULA), Customer Sales Services Agreements, Subscription Agreements, Reseller Agreements, Software Licensing Agreements and Cloud Computing Contracts for startups, vendors, providers, developers, customers, licensees, end-users and enterprise companies engaged in business deals and transactions and located in Miami. SaaS Contracts Attorney drafting and negotiating SaaS, Software and Cloud Licensing Agreements, End User License Agreements (EULA), Customer Sales Services Agreements, Subscription Agreements, Reseller Agreements, Software Licensing Agreements and Cloud Computing Contracts for startups, vendors, providers, developers, customers, licensees, end-users and enterprise companies engaged in business deals and transactions and located in Dallas. SaaS Contracts Attorney drafting and negotiating SaaS, Software and Cloud Licensing Agreements, End User License Agreements (EULA), Customer Sales Services Agreements, Subscription Agreements, Reseller Agreements, Software Licensing Agreements and Cloud Computing Contracts for startups, vendors, providers, developers, customers, licensees, end-users and enterprise companies engaged in business deals and transactions and located in Indianapolis.



Andrew represents SaaS clients located in all fifty states.

 

While there are plenty of good lawyers out there helping SaaS companies how many like Andrew have sacrificed their own money and time and done the “startup grind” to create and scale out with partners a SaaS startup that in 2017 was issued a patent?


Andrew put in thousands of hours into his own startup doing all of the Delaware C Corporation legal work which included drafting bylaws, negotiating investor stock agreements, investor deals and software development. And, Andrew along with his partners was involved in the software development, marketing and sales processes.


Because Andrew concentrates solely on SaaS, software and technology transactions, he can provide low cost in-house type outside general counsel services and legal advice in helping you with your company’s development and licensing legal needs. 


Focusing in a niche area of technology allows Andrew to focus on your legal needs learning what your objectives and goals are and developing creative and innovative strategies to help you protect your intellectual property and maximize your profits.


Because Andrew is also an entrepreneur having scaled a SaaS company with partners he can quickly become familiar with how you develop, market, sell or license your applications, products and services which is critical to providing you with effective legal services and advice.


Andrew's experience in scaling a SaaS startup combined with his SaaS legal experience translates into him effectively helping you in the SaaS enterprise contracts negotiations process.


As an entrepreneur, Andrew understands what it takes and what goes into building a 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. And sometimes things don’t go as planned and you have to pivot and change your entire strategy. 


As a business technology 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.


Andrew’s startup clients come from a wide variety of industries including technology, healthcare, big data, blockchain, ecommerce, manufacturing, restaurants, mobile apps, energy and real estate amongst others. Andrew understands the cash flow and working capital challenges of a startup so he offers flexible fee arrangements.

Here are just some of the startup services Andrew offers to his clients:


  • Business incorporation services for Delaware or New Jersey
  • Dissolving Entities
  • Angel, Seed, Friends and Family and VC Financing
  • Negotiating Term Sheets, SAFEs and Promissory Notes
  • Founders’ Equity Agreements
  • Employee Agreements
  • Shareholder Agreements
  • Asset or Stock Purchase Agreements
  • Terms of Use and Privacy Policy Website Agreements
  • NDA’s
  • SaaS Master Service, Subscription, EULA, SLA and Reseller Agreements
  • Cloud Computing Agreements
  • Software Licensing Agreements
  • Software Application Development Agreements
  • API Agreements
  • Intellectual Property Licensing and Transfer Agreements


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 software sectors ranging from startups to midsize companies, to mature growth companies with revenues in excess of $1 million a year. Andrew advises on choice of business entity formation, 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 Software as a Service (SaaS), Software, Cloud Computing, mobile device software, e-commerce companies, and many other different types of technology and software companies.


The Things Your SaaS Lawyer Probably Has No Clue About


While your SaaS Lawyer might be very good at drafting contracts and negotiating agreements they might not have any idea about how a SaaS company operates internally, how its business processes function, how it gets from point A to point B, how it market and sells its product.


How Much Bandwidth Do You Need To Scale


Very few SaaS attorneys out there have actually built and scaled a SaaS business from scratch like Andrew S Bosin. Andrew did this with his partners from an idea scratched on a napkin at a bar in Jersey City. One of the things that was always discussed amongst the group was what could be done in the development and maintenance of our software to make sure for lack of a better word it didn’t break and our customers were left without a solution to their problem. 


This issue consumed a lot of time, deliberation, thinking and also quite a bit of financial resources. It will take a huge concerted effort from everyone on your team to make sure you have not only built the best possible SaaS product but that you also connect with and have discussions with your third party cloud managed services provider you use whether its Google, Azure, AWS or Rackspace. You need to make sure that when you go live and “push” the button that you have the bandwidth you need to properly serve your customers. And, you need to know from a technology standpoint what you have to build or develop on the back end to increase the bandwidth when and if necessary. 


If your SaaS Lawyer has never built a SaaS company like Andrew from the inside and participated first hand in the operations of a SaaS company they would have a difficult time helping you build and scale your software business.


What Goes On Behind The Scenes In Running a SaaS Business
 

If you have never been part of a SaaS company then you have no idea all that goes on to make it possible for the Software underlying the SaaS application or product to work effectively.
 

For starters, it’s all about the money and properly budgeting, forecasting and managing it. For SaaS companies that are working hard to gain clients and earn revenues they are most likely always in capital fund raising mode. You close one round and your thinking about the next.
 

The only way that a SaaS business can hope to succeed is to understand each and every cost, anticipated cost and capital expenditure it might incur. This should be done eight quarters out. SaaS companies need to be able at a moment’s notice to glean information from its financials to know exactly what it’s anticipated financial condition will be based upon projections. They need to know this information for forecasting sales, bringing on new clients, pitching investors or for software development/improvement costs. It’s also important that every decision maker understand the financial health of the company so that they don’t spend money not allocated for.
 

For SaaS entrepreneurs just starting out that have never gone through a prolonged period of time burning through cash with no revenues they cannot comprehend how important it is to maintain financials that account and project for every possible cost.
 

This is especially important when dealing with maintenance of a SaaS product or application. Early stage seed companies have no idea how much money it will cost each month to keep developing and maintaining its SaaS product.
 

Then there is the issue of marketing and sales costs. A SaaS startup will not fully comprehend just how difficult it is to sell SaaS products that the cost of automated sales software will seem cheap. Do yourself a favor early on and take a look at licensing software that will help you market and sell to prospective customers.
 

SaaS companies should practice transparency early on. This means publishing your pricing on your website.
 

You should design a pricing model that is concise and easy to understand. You might want to think about pricing your services a little higher and give discounts to your customers.
 

You should try to give low cost integrations away for free. This will help with client churn. If certain integrations are costly to perform charge for them in a separate tier.  
 

Don’t fall into the trap of giving courtesy discounts to new customers in exchange for testimonials. The reason being is that you don’t know if the customer is going to like your product or renew the contract. The better option is to wait until the time when the contract could be renewed and offer a discount to the customer if they renew and provide a testimonial about your product. 


Seed, Friends and Family and Angel capital financing rounds


Andrew works closely with his early-stage company clients in their capital-raising efforts and structuring seed, friends and family and angel capital financing rounds. Because of his vast experience, Andrew is able to counsel his clients in structuring seed and angel financings in a manner that works for both the business and its potential investors and can be accomplished in a timely and financially conservative manner. Andrew works at the cutting edge of evolving financing models of early-stage seed capital rounds, including convertible promissory notes, SAFEs and series seed equity financings.


Andrew helps clients understand and negotiate the legal and business issues that arise in connection with the development, licensing, monetization and use of information technology. Andrew has a strong history of providing advice to information technology startups and companies of all sizes, from a transactional perspective.


Andrew represents many information technology and e-commerce clients as general corporate counsel, advising on all legal aspects of his clients’ businesses, including incorporation, employment matters, licensing, technology ownership, monetization and distribution, acquisitions and other matters. As corporate counsel, Andrew has also guided clients through complex corporate finance matters, including private placements and venture capital financing. Andrew has depth of practice in transactional matters to provide the knowledge and understanding necessary to achieve business success.


Andrew is committed to providing high-quality legal advice and services in an efficient and cost-effective manner. Andrew’s focus is on protecting his clients’ interests while maintaining a pragmatic, business-oriented approach to IT matters. Andrew understands the needs of business and work to negotiate cost effective and practical solutions to establish and maintain productive relationships.


Systems and Software Technology


Andrew has considerable experience drafting, reviewing and negotiating agreements and related matters with respect to information technology systems. For example, Andrew has advised clients on dozens of software licensing agreements, software as a service (SaaS) agreements, cloud services agreements, enterprise software licenses and information processing relationships. Andrew understands and is familiar with key issues in these relationships, such as service level agreements (SLA) and other warranties, liability allocations, indemnification matters and the scope of the use of software and technology rights.


As part of his representation of startup businesses in their early stages, Andrew also reviews client business plans and meets with founders to help them to identify their key strengths and weaknesses before approaching investors. Andrew also assists clients with identifying the appropriate investors and he also offers strategic advice and counseling on how to legally structure angel, seed and friends and family financing rounds.

  

Intellectual Property Licensing


Licensing agreements can offer revenue or strategic access to the intellectual property of others. They can also help entry into new markets. Entering into Agreements with employees, vendors, and also competitors can be crucial to limiting the challenges and possible exposure associated with legal conflicts. Andrew can help develop IP licensing strategies, draft and review important agreements, and help you navigate through difficult negotiations.


Andrew also builds ongoing relationships with clients through helpful dialog to help simplify intellectual property (IP) legal issues. Andrew is always ready to discuss IP licensing strategies with you that fit into your overall business strategies. Andrew can help you gain valuable guidance on portfolio management for IP asset purchases, joint venture projects, IP due diligence in mergers & acquisitions, and licensing arrangements for IP commercialization.


Strategic Legal IP Advisor


Before advising you on an appropriate licensing strategy or making recommendations Andrew seeks to understand the underlying business strategies that can support your IP portfolio. Whether you need a simple assignment of a single IP asset, or have a large portfolio of IP assets you want to license, Andrew can craft a strategy that best suits your business needs.


Drafting and Negotiating IP Agreements


Andrew can assist in drafting, negotiating, structuring and licensing agreements for all different types of IP. Andrew can also draft IP provisions for employment and vendor agreements, including indemnification provisions.


Outside The Box Legal Thinking


Many of Andrew’s clients are creating and developing innovative SaaS applications and solutions and seeking to monetize such assets by contracting with large enterprise companies. While the agreements can be lucrative for Andrew’s clients the bigger concern for him is how to effectively protect his client’s valuable intellectual property, confidential information and trade secrets. 


Intellectual Property protection is not just limited to protecting a patent. And, for most SaaS vendors, they don’t seek to file for patent protection. Instead, they contract with enterprise companies to use their software and need language created which protects their IP.


SaaS vendors should be concerned with contracting with any company that they could steal their IP by trying to reverse engineer or decompile their source code. Andrew creates strong, clear language that will hold up in court prohibiting the SaaS customer from stealing his client’s intellectual property.

An issue that Andrew has significant experience in dealing with is drafting language for SaaS vendor agreements that deals with ownership of customized, derivative versions of SaaS applications created either by the vendor or the customer. The larger the customer in terms of size there is the greater likelihood that they will want some customized version of SaaS software to best fit with their platform or overall strategies. Typically, this development work is done by the vendor at the time the agreement is being negotiated by the parties. This is where Andrew’s experience as both a SaaS lawyer and owner/General Counsel of a SaaS company comes into play. At this very moment in the relationship between the vendor and the enterprise customer the vendor needs to draw a line in the sand and tell the customer that it owns all of the intellectual property for each and every version of its software that is created and that the customer in the agreement shall have a right to use all versions of its software until such time that the agreement ends or is terminated. 


For SaaS vendors just starting to contract with enterprise customers this can be quite daunting and challenging. On one hand, vendors want to protect their IP while on the other hand they don’t want a valuable enterprise customer to walk away from the contract negotiating table.


Whether you require an assignment of an IP asset, or have a significant portfolio of IP assets you need to license, Andrew can create strategies to best suit your needs.


What You Need To Know To Sell SaaS Products To Enterprise Customers


Because he also built and scaled a SaaS business with partners that got a patent Andrew has vast experience in marketing and selling SaaS products to enterprise customers worldwide.


There Is Nothing You Can Do To Prepare To Negotiate a SaaS Enterprise Agreement For the First Time


Contract negotiations are tough for SaaS vendors dealing with enterprise customers for the first time. There is no course or training you can take to get prepared. Unlike smaller customers who might not have a lawyer or use a lawyer that is a general business attorney with no real SaaS contracts experience the enterprise customer will either have a dedicated in-house attorney or outside large firm counsel to negotiate the agreement on its behalf. Because the enterprise company has likely negotiated dozens of agreements they know exactly the language they want to see put in the agreement.


For smaller SaaS vendors that have never negotiated enterprise agreements legal issues will arise that they have never had to deal with that perhaps cannot be overcome.


For example, a SaaS vendor dealing with a small company type customer typically assumes very little liability in the parties’ agreement related to maintaining, serving and hosting their products or applications. It’s either the customer is not sophisticated enough to understand issues related to data security or cyber attacks or simply doesn’t want to pay a lawyer to protect it from the negligence of the SaaS vendor. Either way, when it comes to contract negotiations with non-enterprise type companies, typically, the SaaS vendor has the upper hand.


On the flip side, most SaaS vendors who have never negotiated an agreement with an enterprise customer typically have no leverage in the negotiations. For starters, an enterprise company has unlimited funds to pay lawyers to negotiate ad naseum every contract term. And, if a SaaS vendor does not want to agree to the enterprise customer’s contract demands they know that the customer will find another customer. 


One of the biggest areas in a contract that an enterprise customer will demand to be changed is the paragraph dealing with limiting the liabilities of the vendor. The customer will demand that that the vendor assume all liability for any damages incurred by the customer in using the vendor’s products, services or applications. This includes the vendor assuming all of the liability of the third party cloud managed services provider it uses to host, maintain and serve its application.


SaaS vendors will also be expected to offer warranties that the far exceed what they provide to non-enterprise companies. Such warranties include a Service Level Agreement or also known as an SLA by which the vendor will have to guarantee that its application will be available and up and running typically 99.9% of the time. 


Because of the critical mission nature of the business functions that the vendor’s application is performing the enterprise customer wants a guarantee that the application will not fail. Typically, vendors are permitted certain down time in the agreement to perform maintenance functions. 


SaaS vendors can also provide a warranty stating that its application will perform according to the specifications it has set forth in any documentation it has provided to the enterprise customer.


Enterprise customers are also going to want the vendor to provide an indemnification from any third party that might sue them claiming that they own all of the IP rights to the software that makes up the SaaS application.


Your SaaS Product Has To Offer Value And Must Solve For a Problem


Chances are you will build a great SaaS product that everyone will love. But, in reality does it do anything differently than competing SaaS applications. Perhaps, it is a millisecond quicker loading up but on all accounts it is the same software that other companies are selling. 


One of the biggest areas about SaaS that is discussed online is that in order to have a chance at being successful your product must solve for a problem that other vendors have not figured out how to do. You might have built something really cool and everyone can’t get enough of it but that does not translate into sales. 


Maybe you have created a SaaS application for personal home insurance and it works well and has some features other similar SaaS products don’t have. Potential customers might even tell you that they like it better than the software they are using from other vendors but if it doesn’t solve for a problem there is a good chance they are not going to leave their current SaaS vendor to use your product.


Never Commit To a Date Certain For a Release For a New Feature


You should never commit to a date certain for a release for a new feature. Chances are you will never make this date and you don’t want customers or potential new business to think you are misleading them. Instead, let customers know the approximate date for a release. If you run a software company anything could happen to your core product which could delay the new feature release because resources are being allocated to fix the issue. 


You Need To Source Your Own Deals


While inbound marketing will yield sales you can’t just sit around and wait for the phone to ring. You need to develop a strong outbound marketing plan and go out and get business yourself. This should be done even if you have hired an outside sales or business development team to help your company get business. 


Know What Customers Expect Out of Your Product Before Presentations


You need to be always prospecting with potential customers about what they expect when they see a demo of your company’s product. Some customers might not want to see a slide deck even though it might highlight all of your product’s features. Rather, they might want a live demo whereby they can touch and feel the product. Don’t be shy about asking these questions before you go and meet with a potential customer. Ask them point blank what are they hoping to get out of the face to face meeting. They might surprise you and say that they are excited about seeing a new feature you have added. This way you can spend time preparing to talk about and show them the new feature.


There Is No Substitute For Picking Up The Phone


While technology is great and vastly improves both our lives and productivity in the workplace it is also detrimental and replaces things such as phone calls. Let’s say you did a live demo in person at the prospective customer’s office. Most people would tend to send follow-up emails and wait for the contact person at the customer to get back to them. You could be waiting a week or two or never get a response. Instead, wait a few days and try to get them on the phone. There is no replacement for the visceral response that you will hear good or bad. How many times do you show a colleague and email that the tone can be interpreted 10 different ways. With a phone call there is no room for interpretation. When you hang up you know either way whether the enterprise company is interested or not in using your company’s product.


You Need To Find The Right Decision Makers At The Enterprise Customer 


Because the survival of your young SaaS company depends on sales you cannot waste time dealing with individuals at a prospective customer who you are not certain whether or not they are decision makers or not. You need to quickly find the right people working for the prospective customer who either are looking for the type of SaaS product you have built or are the decision maker for using the product or not.


Selling Your SaaS Product Will Be So Much Easier By Using Automated Software


If you are planning to send out large quantities of emails and want to track responses it will be nearly impossible to do it without using automated marketing and selling software. This type of software lets you create templated emails and input thousands of names.  


You Need To Get On Site At The Customer’s Location To Do a Live Test


There is no substitute for standing in front of a prospective customer and the team of people interested in using it and performing a live demo of your product. Even if the enterprise customer ultimately does not use your product the feedback that you will get good or bad when doing a live demo in-person is priceless. The feedback will be real and visceral. Perhaps the feedback or complaint about your product can be fixed by tweaking something or changing a toggle switch on the back end. 


Get The Prospective Customer To Test Your SaaS Product In a Dev Serv Environment


For those who have never sold and marketed SaaS software to enterprise clients the real fun begins after the customer says they are interested in using your product. Now you have to get the customer’s in-house developers to talk to your developers give the customer access to the code and let them play with your software on their internal dev serv. First things first, you need to protect your company’s intellectual property so you need to get the enterprise company to sign an NDA. It is a good idea in the NDA to limit the amount of time that the enterprise customer can have access to your application; 30 days is a good benchmark. If the customer has not done anything with your software in 30 days there is a good chance that it is not interested.


In any event, the enterprise company’s developers are the gatekeepers. You will not get their seal of approval to use your company’s software until they have first tested it and reported back that integration with the enterprise company’s systems of platforms will not be difficult.


It is important at this stage in the game that your developers make themselves accessible to the enterprise company’s developers to answer any questions they might have.


You Should Publish Your Pricing


Good sales reps can spin a $50,000 deal into a $100,000 deal by understanding a company’s budget and presenting a package that offers value within a budgeted range. If you hide your pricing page this could cause trust issues. It could also mean that you spend a lot of time talking to people who want but cannot afford your product.


You should create a pricing model that’s simple and clear. Set prices a little bit higher than you believe customers are willing to pay and put it on your website and offer discounts as needed.


Ask Prospective Customers for Their Work Emails


You don’t want bad emails so you need to be sure that your inbound forms require valid email addresses. If you sell and market to companies you need to validate to exclude free email domains. You will see less conversions, but you will know that your conversions are generated from potential customers.


What Is Errors and Omissions Insurance and Why Does It Cost So Much?


A fair percentage of SaaS vendors will operate without any form of commercial liability insurance which should include coverage for technology errors and omissions. 


If your a SaaS company and serving customers and you don't have a sufficient amount of commercial liability insurance including E&O insurance you are insane! There is no other way to say it other than signing agreements with customers that bind your company legally and having no insurance is pure madness. If your SaaS product is the subject of a cyber attack or cyber theft and your customers suffer damages without a sufficient amount of commercial liability insurance you will go out of business.


What else should having no insurance tell you? It tells you that you have no enterprise customers. It is unlikely that any enterprise customer will agree to use your SaaS company’s product without you first obtaining a sufficient amount of commercial liability insurance likely with limits of $3 million or more. This will include coverage for auto, workers comp, general liability, technology and errors and omissions.


No you’re wondering what this will cost your business. Don’t be shocked if you pay north of $10,000 for these types of insurances and coverage limit amounts on a yearly basis. Without obtaining these types of insurances it is very unlikely that any enterprise level company will agree to use your SaaS product.


Don’t Agree To Customize Your Software Without Getting Paid To Do It or In Exchange For Better Contract Terms


Most SaaS startups have the same problem which is they are trying to get enterprise companies to sign contracts while racing time to avoid going out of business because their burn rate is just too high. 


Then, you have enterprise companies that want to use your SaaS product but they want your company to eat the costs to perform customized development work to make your software fit in with or integrate with their platform better. This costs your company both time and money. 


The question then becomes do you do the customized work and pay for the costs or do you tell the customer to pay for the costs? The root of the problem is that most enterprise customers will agree to at least a one year contract. 

However, there is always language that says that they can terminate the contract at any time for any reason. So in reality signing a one year contract with an enterprise customer doesn’t guarantee that they will use your software for more than 30 to 90 days.


This is where SaaS startups need to be creative and think outside of the box. If a SaaS enterprise customer agreed to a two year contract and could only terminate for cause let’s say if your software has a defect and cannot be fixed then would it be worth it to pay for all of the costs associated with the custom work that the customer is requesting to be done before the launch? Because you need this contract to get other customers or investors to put capital into your company it could very well be worth it in this scenario to pay for the costs of the customized work.


SaaS Attorney Andrew S Bosin LLC also drafts and negotiates SaaS Agreement Limitation of Liability Clauses.


When SaaS vendors contract with non-enterprise type companies they should typically assume very little to almost no liability in the agreement.Vendors can get away with this in their agreements because smaller companies don’t have the resources to spend thousands of dollars to hire attorneys to review SaaS vendor agreements.


Below is a sample Limitations of Liability Clause:


“IN NO EVENT SHALL THE VENDOR, ITS AFFILIATES AND LICENSORS OR ANY OTHER PARTY BE LIABLE TO CUSTOMER OR ANY OF ITS USERS OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, LOSS OF USE OR CLAIMS OF THIRD PARTIES), ARISING OUT OF OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT, THE SUBJECT MATTER HEREOF, AND/OR CUSTOMER’S OR ANY USER’S OR ANY OTHER PERSON’S OR ENTITY’S USE OF (OR INABILITY TO USE) THE SUBSCRIPTION SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT OR OTHERWISE, WHETHER OR NOT VENDOR, ITS LICENSORS OR ANY SUCH OTHER PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.” 


TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND VENDOR BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED VENDOR’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE TOTAL AMOUNT PAID IN SUBSCRIPTION FEES TO VENDOR UNDER THIS AGREEMENT FOR THE THREE MONTHS PRIOR TO A CLAIM OF DAMAGES BEING BROUGHT BY CUSTOMER OR ANY THIRD PARTY WHETHER IN CONTRACT, TORT OR OTHERWISE.”


SaaS Attorney Andrew S Bosin LLC also drafts and negotiates SaaS Agreement Warranty Clauses.


When SaaS vendors contract with non-enterprise type companies they typically offer almost no warranties of any kind in the agreement.


Below is sample Disclaimer of Warranties Language from a Non-Enterprise Customer SaaS Vendor Agreement:


DISCLAIMER OF WARRANTIES - EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, (I) THE SUBSCRIPTION SERVICES, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, (II) NO WARRANTY IS GIVEN THAT THE SUBSCRIPTION SERVICES, WILL BE UNINTERRUPTED OR FREE OF OMISSIONS, ERRORS OR DEFECTS, OR THAT ALL ERRORS SHALL OR CAN BE CORRECTED, AND (III) VENDOR AND ITS LICENSORS EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND/OR NON‐INFRINGEMENT. ANY USE OF THE SUBSCRIPTION SERVICES, IS AT CUSTOMER’S OWN RISK. 


CUSTOMER ACKNOWLEDGES THAT THE SUBSCRIPTION SERVICES, IS DELIVERED AS SOFTWARE WITH MULTIPLE RELEASES PER YEAR. ACCORDINGLY, THE SUBSCRIPTION SERVICES, MAY BE UPDATED FROM TIME‐ TO‐TIME BY VENDOR, AND AS A RESULT OF SUCH UPDATES SPECIFIC FEATURES, FUNCTIONS OR OTHER COMPONENTS OF THE SUBSCRIPTION SERVICES, MAY BE ADDED, ENHANCED, MODIFIED, IMPROVED, SUBSTITUTED, DISCONTINUED OR OTHERWISE CHANGED AS FURTHER SET FORTH IN THE RELEASE NOTES OF ANY GIVEN VERSION OF THE SUBSCRIPTION SERVICES. 


EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, VENDOR AND ITS LICENSORS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS OF THE SUBSCRIPTION SERVICES, INCLUDING BUGS, TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY SERVICES, WEB SITES OR DATA DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SUBSCRIPTION SERVICES, INCLUDING ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THE SUBSCRIPTION SERVICES, OR ANY PORTION THEREOF, (D) CUSTOMER’S USE OF THE SUBSCRIPTION SERVICES ACCESSIBLE THEREFROM OR ANY DECISION MADE USING THE SUBSCRIPTION SERVICES, (E) UNAUTHORIZED ACCESS TO THE SUBSCRIPTION SERVICES, DATA, OR ANY OTHER INFORMATION PROVIDED THEREIN, OR (F) CUSTOMER’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SUBSCRIPTION SERVICES, OR THE INFORMATION ACCESSIBLE THEREFROM. 


IF THE EXCLUSIONS SET FORTH IN THIS SECTION ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL IMPLIED WARRANTIES AND CONDITIONS SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE EFFECTIVE DATE, AND NO IMPLIED WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT PERIOD.


Leading experienced SaaS Intellectual Property (IP) Agreement Attorney Lawyer Andrew S Bosin LLC provides legal advice and counseling to protect your company’s intellectual property, licensing, IP, patents, trademarks, copyrights, trade secrets and confidential information.


Andrew negotiates, drafts, reviews and structures Intellectual Property (IP) Licensing Agreements and IP Transfer Agreements.


Andrew protects his clients intellectual property and technology assets, effectively protecting their rights and maximizing the value of their intellectual property and technology assets.


Skilled Advice to Protect Your Intellectual Property


The firm offers experienced assistance to its clients throughout the USA, including:

  • guarding trade secrets
  • providing intellectual property audits and valuations
  • drafting and negotiating sponsorship and promotional eements
  • advising on “cybersquatting” and domain name disputes
  • reviewing website terms of service, legal disclosures and privacy policies
  • implementing and enforcing employment covenants
  • developing data and software licensing agreements
  • preparing partnering, affiliation or joint venture documentation


Mergers and Acquisitions


Intellectual property attorney Andrew S. Bosin is a source of guidance and advice during the mergers and acquisitions process, including:

  • due diligence assessment of target company assets
  • seller response to issues raised during due diligence
  • advice on intellectual property assets throughout negotiation, closing and sale
  • intellectual property audits in pre-market preparation


Intellectual Property Disputes and Negotiations


Andrew understands both the legal and business issues that arise from intellectual property disputes and negotiations.  Whether enforcing your intellectual property rights or defending infringement claims, he assist you in managing your risks and maximizing your protection, always mindful of your resources and keeping the stakes in perspective.


Types of Clients Served


What kinds of businesses have found the firm to be their trusted advisor on intellectual property matters?

  • Software, SaaS and Technology companies
  • Internet Companies
  • Mobile Apps Developers
  • Business consultants
  • Website Companies
  • Software developers
  • Mobile application developers
  • E-Commerce Businesses


We welcome the opportunity to assist you with your intellectual property needs.


Andrew is also a leading Software Application Development Attorney who can provide legal representation, advice and assist with negotiating software development application agreements, agreements with software developers, software development application contracts, software app development contracts and software app development agreements.


Software Development Agreements


Software development agreement attorney Andrew S Bosin LLC with a nationwide law practice based in New Jersey is capable of developing and negotiating software development contracts that protect the interests of both clients and software developers. These development agreements and contracts often contain terms and language outlining the intellectual property (IP) ownership for the respective parties. A software development agreement is a smart way to avoid disputes that might occur down the road, and it can help businesses avoid unnecessary and costly litigation.


Developing a Custom Software Development Agreement


While enterprise software application developers may have the ability to create or develop many different types of software applications, unlike trained attorneys, they don’t have the skill set to know how to protect their intellectual property. Because development contracts might vary greatly depending on the type of business involved, it is important to consult with and retain a software attorney that can create a customized software application development agreement based on the client’s individualized needs. These agreements can cover terms such as a transfer of copyright from the developer to the client, and they can outline a specific type of procedure for resolving disputes, such as arbitration or mediation. Software agreements can and should also address the “work made for hire” doctrine.


Negotiating Software Development Agreements


Software developers should retain and hire software lawyers to negotiate all aspects of software development agreements. Software developers may desire to agree to terms regarding the specific type of software being developed for their client. They may also want varying payment terms such as a time and materials agreement or a fixed-price agreement according to each client’s specific needs. Such terms might prevent a nonperformance claim after the developer completes work on the software for that client. Or, clients may want a warranty of specific performance regarding the capabilities of the software. Andrew S Bosin can help both sides come to an agreement that will satisfy their individual software development agreement needs.


For the most part, a SaaS Agreement is a service contract that doesn’t call for a license. In a SaaS deal a customer doesn’t put the Software on its computer systems or copy it. Rather, the software sits on the vendors computer systems and the customer accesses it via the internet.  Because no copy of the Software is made by the Customer the vendor does not have to deal with a copyright license being given to the customer. One way to look at this transaction is that the customer is getting service not software and the vendor is using the software to provide the service.


Let’s throw a monkey wrench into this. What if the only way the customer could access the SaaS “Service” would be if the customer was given lines of code from the provider which are popped into the HTML on the customer’s site and voila! The provider’s API is pinged and the customer has access to the Service.


I’m sure there are quite a few people reading this thinking what kind of SaaS Software is he talking about. You have to think outside the box here for a moment. What if there was software which was served and hosted by the Provider which gave the customer the ability on the backend to customize the Service so it could make the Service/Software look and feel like the customer’s brand. Specifically, there exists such software which enables any site to create and maintain its own social video ecosystem to solicit user generated recorded video directly on to its site from any device with no app to download. The user interacts with the software on the customer’s site by pushing the record button on the device they are on. The customer can skin the software so it looks and feel like their brand. They can also scroll calls to action on the software to prompt the user to record a video.

In this situation with the exception of the customer having the ability to customize the software every other facet of the Service is purely SaaS. Specifically, the provider hosts and serves the service and provides the maintenance and security also.


I’m sure you are now thinking how does the provider protect its intellectual property given that the customer is going to be generating derivative works from the Service? You can imagine a situation where a worldwide brand makes the Service look and feel like its brand right down to the coloring on its logo. How does the Provider prevent the brand from “keeping” such derivative works when the agreement has ended or is terminated?


I would suggest putting language in the Agreement that says that the Customer is permitted to modify the presentation of the software so it aligns with their brand, including the look and feel of their brand for as long as the contract is in effect. I would call this the “work product.” I would put additional language in the Agreement that said upon termination or expiration of the Agreement, that the Customer shall not retain any ownership or intellectual property rights to the Work Product.  And, that the customer must assign and convey to provider any and all right, title or interest of any kind for anything developed or created by Customer in their use of the Service, including any Derivative works of the Service. And, the customer has to also agree that all such derivative works shall constitute works for hire and that all title shall vest in the Provider.


If it’s a good customer and they are happy with the Service, this language practically guarantees that the customer will renew the Agreement and not risk losing access to the Service.


Attorney Andrew S. Bosin is also an experienced health tech software technology attorney negotiating contracts, licenses and deals related to cloud based SaaS software & technology license and licensing agreements.


Experienced legal counsel for health care tech providers Andrew S. Bosin has extensive experience in effectively negotiating, drafting, structuring and revising cloud based SaaS and healthcare technology software licensing agreements, SaaS Agreements, End User Licensing Agreements, Mobile App Licensing Contracts and Agreements and intellectual property licensing agreements.


Health Tech Software Licensing & Technology Attorney


Health Care Technology Attorneys. Health care tech software licensing lawyer in New Jersey. HIPAA Lawyers. Andrew S. Bosin is one of the leading Health Care Technology Attorneys both nationwide and in New Jersey. Andrew has significant health care and technology industry experience, enabling him to consistently create cutting edge strategies to meet clients’ business goals.


Andrew's healthcare clients are developing mobile apps, using data centers, and developing cloud based Software-as-a-Service SaaS Solutions and Services encompassing big data to solve problems related to review, analysis, status and/or use of certain End User Data relating to hospital or medical physician's business and/or revenue cycle processes and to check the status of patients' benefit and insurance claims.

Andrew also works with healthcare technology clients in developing innovative legal solutions to protect intellectual property licensing and development.


Cloud Computing Healthcare IT Technology Lawyer Andrew S Bosin LLC helps SaaS software vendors with technology and enterprise customer  licensing agreements for use of applications, information technology solutions, services and web based solutions. 


WHAT SHOULD YOU BE AWARE OF IN JOINING A SAAS STARTUP

 
1. Has the startup created any intellectual property and who owns it?

 
One of the things that you should be very careful of if you are contemplating joining a SaaS startup is whether or not the startup is relying on any type of intellectual property whether its software code or a patent and who owns all of this intellectual property. You need to have the startup demonstrate with concrete proof who owns the IP. Clearly, if the startup is misusing another company’s IP this is not a company you want to join. What could happen is that the rightful owner of the intellectual property could sue your startup and that could spell the end of your company.

 
It is very common today for individuals to leave their jobs and create something new in furtherance of launching a startup. What also occurs is that people start new companies with intellectual property or confidential information that they have stolen from a previous employer or company they started. If you find out that this has happened you don’t want to be part of this startup.

 
Also, if one of the founders owns the IP and controls the code are they going to assign all of the intellectual property rights to the code to the startup? This is important because what if the founder ever decides to leave the company and takes his or her software code with them. The company would essentially go out of business if this was ever to happen. You should not enter into a startup situation like this unless the company owns all of the IP.

 

2. Are any of the founders bound by a non-compete agreement?

 
It is not uncommon for individuals to quit or leave their jobs to start a new business despite being bound by a non-compete and non-solicitation agreement. Before you join any startup you need to ask your future partners if any of them have signed an employment agreement or non-compete/non-solicitation agreement with a previous employer or startup. You don’t want to be in a situation where you join a startup only to find out that one of the co-founders received a letter from an attorney for his previous employer putting him or her on notice that the startup you just joined is in violation of the co-founder’s non-compete agreement with the previous employer. This is a legal headache that you don’t want to be dealing with when you first start a new company.

 
3. Can you deal with the other co-founders’ personalities

 
Everything is great when you’re out drinking beers with your future co-founders and you’re plotting to take over a certain industry with your startup’s disruptive product. But what about when the dust settles and your now in the thick of it every day trying to make a go of it and build your business. You need to figure out if the ceo who is all ego is someone you can deal with going forward. Is he bossy or just direct? Does he talk down to you or offer really good constructive ideas or criticism? If the ceo just flat out abuses you or disregards your ideas as trash you know the writing is on the wall and you’re going to quit the startup. However, if the ceo’s ego is just that someone with a lot of confidence because they have successfully exited from a previous startup but they don’t talk down to you it’s probably someone you can co-exist with.

 
4. How much cash does the startup have and what will it take to get the company’s product built

 
Savvy entrepreneurs who have been successful in building and scaling startups are always raising cash. They close one round and they are thinking about the next one. These types of entrepreneurs know just how much money it is going to take to launch, build a product and scale the company. The same cannot be said for inexperienced entrepreneurs. For the most part they have absolutely no idea how much money it will ultimately take to get their product developed let alone what they need to spend on marketing their product to customers when it is done and has been thoroughly tested.

Before joining any startup you need to see if they have created any budgets or financial projections for at least the first year of the company. If the company cannot project to a degree of certainty how much money it will take to build the product and what it will take to market and sell it to customers this is not the company you want to join. Financial projections serve a sobering purpose which is to remind the co-founders that they cannot squander what funds they have and they should always be thinking about that next capital raise.


5. Smart money v. inexperienced investors

 
If you are contemplating joining a startup and the ceo tells you that the company doesn’t have to worry about money because his Uncle Bill is investing 250k the first question you need to ask them is if the uncle is going to sign an investor stock subscription agreement and what terms is the company giving him. You should have a lawyer review the agreement to make sure that the ceo’s uncle is not getting a sweetheart deal which will dissuade future investors from being interested in the company.

 
And, if Uncle Bill is not connected in your startup’s industry and has no ability to connect your company with individuals or contacts that can help the business prosper then Uncle Bill is not a smart money investor. Rather, he is an inexperienced investor who might demand certain terms which could prevent the company from getting any additional investment monies. 


Unless you have been in a SaaS startup like Andrew you will never be able to fully appreciate just how much capital it will take to build and ultimately market and sell a SaaS application to the enterprise. Startups need to give serious thought in the development phase about how they are going to market and sell their SaaS product, application, service or platform to the enterprise. In your thought process you need to figure out how efficiently you are going to market your product. This might include checking out sales and marketing software which can to some degree automate the sending of emails and follow up emails. For example, if you and your partners have identified let’s say 750 executives to send emails to don’t you think the process will go more smoothly if all of this information was managed by a marketing and sales software application? 


Are you as a Software as a Service SaaS Cloud Based Vendor 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? How are you going about properly managing risk? 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.


SaaS service providers [whether they serve and host the application or outsource it to a third party managed cloud provider] should do a host of things to make sure that whatever data or sensitive information is being gathered and stored in the cloud for their clients is secure.


  1. If you are outsourcing the hosting and serving of your company's SaaS Cloud Application to a third party managed cloud  provider you need to carefully read and analyze the agreement you will execute with the cloud provider to see what type of liability the managed   cloud provider will accept and how much it will pay in damages in the   event the cloud provider causes a breach which results in a loss or      compromise of client data and in turn the client sues your company for negligence.
  2. Internally, your company should limit access to your cloud application to authorized personnel only. I would classify employees that have access to the provider's application as "authorized employees." These are employees who have a need to know or otherwise can access customer data or personally identifiable information (PII) to allow the SaaS Service Provider Vendor to perform its obligations under this Agreement. These individuals should also sign non-disclosure agreements prohibiting the unauthorized transfer and sale of customer user data and (PII). PII could have a broad meaning to both vendor and customer so its a good idea to list or define the types of PII      that should be protected from disclosure to unauthorized employees and      third parties. 
  3. You should perform criminal background checks if legal      in your state before employees are exposed to sensitive customer data or      financial information.
  4. You should provide Corporate Security Awareness      Training to employees so everyone has a heightened sense of purpose      regarding customer data protection and security.
  5. I would put together a Security and Risk Management      Team of highly qualified individuals to manage security risk.
  6. 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?
  7. 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. 
  8. Your company should have an effective Information Security Policy in place which needs to be assessed and updated if need be annually.
  9. Your company needs to have an effective Privacy Policy [most are found on the bottom of the home page of company websites visible to the public] so customers understand how your company collects, uses and shares customer information.
  10. Does your company perform web application testing to determine if there are any security issues or vulnerabilities that need to be fixed?
  11. Employees should be required to sign a document acknowledging they have received a copy of the company’s Security Policy.
  12. 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.
  13. Are the vendors certified that will be managing your cloud services? Certification means that the vendor takes security seriously.
  14. 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.
  15. Does your managed cloud provider offer or use encryption for the data that is being stored? 
  16. 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.
  17. 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. 
  18. 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.
  19. Are you offering customers any type of encryption for  data transfers?
  20. Are customer files or data being backed up to a second storage system in the event disaster strikes?


This above list is not dispositive or everything a SaaS vendor should do to take security seriously and put controls, processes and procedures in place to protect sensitive customer data. With that said, do yourself a favor and hire an outside vendor a company that is an expert in determining your company's capabilities or vulnerabilities in managing data security and what needs to be done.


Internet of Things (IoT) Attorney Andrew S Bosin LLC specializes in and provides legal advice on IoT enabled agreements and contracts, connected wireless devices, products, embedded sensors, smart cars, smart homes, wearables and fitness trackers.


Andrew spends a substantial amount of time counseling startups, entrepreneurs, end users, clients, vendors, ecosystems, device manufacturers, SaaS big data and analytics companies, application software & service providers on the legal issues and challenges faced by businesses with regard to IoT privacy, security, and regulation of and data ownership issues surrounding Internet of Things devices. For starters, all of the personal data and confidential information being gathered by IoT devices is raising privacy concerns. Since the IoT encompasses an entire value chain of hardware, software, and services, certain data ownership issues may arise among different parties, including the device manufacturers, software providers, service providers, end users, and others.


The biggest mistake an IoT company, startup, developer, manufacturer, vendor or supplier can make is to not take data security and privacy issues seriously. Chances are your IoT solution or platform is collecting data and information that is extremely valuable to hackers and might be vulnerable to a cyberattack. Do you need legal advice about how to prevent a cyber-attack from occurring? Do you need legal advice for your internet of things (IoT) company or startup about data protection, privacy and security of information gathered by your IoT product or device? Andrew counsels clients across the United States from offices located just outside of New York City in Bergen County, New Jersey. 


Andrew represents Software as a Service SaaS, Cloud and Internet of Things (IoT) computing companies, vendors, service providers, end users, customers and companies located in New Jersey, New York, Long Island, Chicago, Illinois, Florida, Texas, Maryland, California, Idaho, Alaska and in Europe, EU, in the UK, Amsterdam, Netherlands and Australia and India.


Drafting and Negotiating SaaS Data Security Protection Privacy Clauses Agreements. Top Leading SaaS Attorney Andrew S. Bosin counsels clients on SaaS Software business and legal issues, challenges, liabilities and implications and questions concerning data security contract language and clauses for SaaS service vendors, specifically issues concerning breach of contract, vendor provider liability and indemnification, contractual terms and language, contract damages, data security storage concerns, drafting and negotiating data security clauses, security breach standards protocols procedures, remediation for a security breach, audit of the service provider’s facilities and practices, data ownership and privacy protection, data security management, processing of personal information by the service provider, standard of care, highly sensitive information, encryption, cloud storage, data hack, data breach, return or destruction of personal property, safeguards put in place by the SaaS Vendor, issues with HIPAA and HITECH, Service Provider implementing administrative, physical and technical safeguards to protect Personal Information that are no less rigorous than accepted industry practices, the manner in which Personal Information is used, stored, processed, collected, accessed, disposed of and disclosed, comply with applicable data protection and privacy laws and data and personally identifiable information (PII) being compromised, stolen or hacked.


Don't Use License Agreements for Software as a Service (SaaS) Agreements. Most IT contract drafters know the difference between a software license agreement and a technology services contract. In a license, the customer gets rights to copy and use software, while in a services contract, the customer gets a service, like tech support or IT consulting. But software as a service (SaaS) seems to throw a wrench into the gears. Which is it? Fortunately, the newish landscape isn’t actually all that confusing (or all that newish). A SaaS agreement is a services contracts, pure and simple. It doesn’t call for a software liceHow can you outsource software development and protect your code? Experienced software development lawyer Andrew S. Bosin can help protect your intellectual property rights and code.


First things first. Do not allow any developer to begin working on developing your app unless you have an iron clad written in plain English contract in writing which says that whatever the developer creates or builds for you thyou own all of the intellectual property (IP) rights.


Here are some other suggestions for trying to protect your mobile app intellectual property software code rights:


  1. Register your original work, i.e., written code with the US Copyright office because you cannot sue for copyright infringement unless your work is registered.
  2. If you are using any source code that you have licensed from another person or entity to create your app— including open source code— this work cannot be copyrighted by you, and the license agreement must be honored.
  3. To protect the name of your app, you should register the app name with the US Patent and Trademark Office.


Like other areas of the law that are rapidly changing and evolving with this fast paced global economy, practicing as a technology attorney in the area of technology law is no different. Just five years ago if you said to someone what kind of wearable or Fitbit did you purchase they would have no idea what you are talking about. Today, its not just Fitbits and wearables that measure and analyze tons of data. Our homes are filled with devices that control heat, temperature, the unlocking of doors and garages and when the blinds should go up and down. All of these technologies emit data and thus are vulnerable to a data hack or breach.


So in just five short years a new burgeoning area of technology has evolved surrounding data privacy and collection. Companies are scrambling to figure out from both a legal and cyber security standpoint how to stop thieves and criminals from taking all of the data collected in the cloud by the use of the wireless or app technologies and using it for illegal purposes. This data and information gleaned from all of these internet connected devices is not just valuable to the users of these various technologies. Unfortunately, all of this information has value to thieves and hackers who could re-sell it to third parties for marketing purposes or to reverse engineer and build a similar product, technology, software or app.


Andrew's primary role as a technology attorney is to guide and advise companies on how to best protect data, trade secrets and confidential information.


The Internet of Things is Going to Continue to Grow Exponentially


Just as Cisco and other similar companies were the picks and shovels of the 1990's internet, cloud based companies who can build predictive models from data and information gleaned from customers' businesses and habits will be the big winners in this new Big Data world.


The real key is to offer value to customers based upon their usage of SaaS and cloud services. The thought being is that if a cloud provider can offer additional services beyond the traditional uses for web based applications that clients will not look for another vendor. I will give you an example. Let's say a SaaS lighting solution vendor has a sensor that is placed in the 5,000 light bulbs in the ceiling of a box chain retailer's store. Let's go a step further and say that this new sensor has been placed in 100 of the chain's stores. What if the sensor can detect and measure customer activity and generate reports showing which part of each store got the most attention or foot traffic from customers? The SaaS lighting vendor can take this information and offer additional value added services to the box retailer in the form of predictive models detailing where customers spend the most amount of time in stores. The retailer could take this information and do several things with it. Most obvious, is to sell or market additional products where the customers are most likely to be in the stores. The retailer could also go back to the manufacturers and suppliers of products with this information to try to get better prices.


As a skilled SaaS, Software and Cloud based web solutions internet Lawyer Andrew provides counsel and legal advice globally and worldwide in Europe and India to top companies, vendors, providers, emerging growth companies and startups helping them to develop strategies to implement tools, solutions, valued added services, models, applications and platforms related to Software as a Service business intelligence (SaaS BI), custom predictive analytics, big data, cloud and SaaS OnDemand Business Intelligence solutions, models and platforms.

Andrew also provides legal advice to SaaS, Cloud and IoT companies regulated under the EU General Data Protection Regulation (GDPR) regarding the protection and safety of personal data and confidential information and for the transfer of personal data outside the EU to ensure the best possible protection of data when it is exported abroad.


Negotiating Warranties and Liability Clauses in Internet of Things (IoT) Agreements and Contracts


The contract negotiating points raised by an Internet of Things (IoT) vendor, manufacturer or platform are strikingly different than that of the customer, client or licensee of the cloud based solution.

The IoT customer should be concerned with what party is responsible for what and what party incurs liability if something goes wrong. Any company that does business in the United States with an IoT vendor or provider should be prepared to get an agreement that has the IoT licensor accepting very little liability and providing almost no warranties.


Truth be told it is very difficult for a SaaS, Cloud or IoT company to give a software warranty. This is because in some part the software technology might be developed using an existing standard or open source code. Some cloud solutions are now offering apps and the functionality of the app depends on smartphone manufacturers like Apple or Samsung and the operating systems they allow on their devices. Those who develop software code know what happens when a major smartphone manufacturer releases an upgrade. Some times the upgrades can cause some problems and fixes have to be developed. Thus, a smartphone manufacturer upgrade will likely impact on the functionality which an IoT vendor or provider can offer or guarantee in its control system.


You can try asking for some sort of warranty but you probably won't get it. Instead, IoT licensors, vendors or manufacturers typically offer what is known as a Service Level Agreement or SLA. This guarantees the Cloud solution will be up and running 24/7, 365 for a certain percentage of the time, typically, 99.5% of the time. Or, the IoT licensor will give some assurances that if a critical event occurs such as the Services going down for a certain period of time that it will deploy a target response and resolution time.


You should also be prepared to see language dealing with exclusions for issues caused by “Third Party Software." Truth be told, most SaaS, Cloud and IoT providers and vendors don't serve and host their solutions or applications. Rather, they trust companies such as AMZN, Rackspace and MSFT to do this for them. When I draft agreements on behalf of cloud based services vendors I put in language that says that my client is not liable for the actions of any third party it contracts with.


Lastly, as a licensee pay close attention to force majure clauses. Real “force majeure” issues and events should be beyond or out of the licensor’s control, the licensor having done all things reasonably expected or necessary to prevent the event from occurring.


Cloud Computing, Privacy & Cyber-Security Lawyers Attorneys. One of the leading cloud computing, data protection, privacy and cyber-security lawyers in the United States Andrew S. Bosin helps startups, emerging growth companies, tech, cloud, software and Internet of Things (IoT) vendors, services providers, application vendors, platforms, and big data and analytics entities understand and manage the legal risks and challenges faced by cloud services providers in negotiating cloud services technology transactions agreements and contracts and how to minimize legal exposure and liabilities to best secure and protect confidential data, information, personal data and personally identifiable information (PII).


Cloud attorney Andrew S. Bosin, Esq. represents clients of all sizes across the United States ranging from small cloud startups to companies doing business deals and entering into enterprise contracts with global worldwide Fortune 500 companies. Andrew represents SaaS, Cloud Computing, Technology and Internet of Things (IoT) computing companies, vendors, service providers, end users, customers and companies located in the United States, globally, internationally in New Jersey, New York, Long Island, Chicago, Illinois, Florida, Texas, Maryland, California, Idaho, Alaska and in Europe, EU, the UK, London, Berlin, Madrid, Paris, Barcelona and Amsterdam, Netherlands.


What factors or criteria should a Cloud or SaaS provider or vendor rely upon to make certain they make the correct decision in choosing, picking, selecting or finding the right cloud computing transactions attorney for their company’s cloud software technology needs? What distinguishes Andrew from other SaaS, Cloud, and IoT attorneys is that in addition to practicing law, he started a SaaS software company with partners and in 2017 was awarded a patent for recording video into HTML by the US patent office. The experience of creating and growing a SaaS startup has given Andrew a perspective which most other lawyers never take the time to find out about. 

Andrew understands first hand what impact business, legal and financial decisions will have on SaaS and cloud startups and what a sales and business deck should look and feel like. Andrew has met with and spoken to dozens of VC’s and industry thought leaders which has enabled him to give clients a perspective that other lawyers simply cannot offer their own clients.


Picking The Right Lawyer For Your Startup


There is not a day that goes by where Startup Attorney Andrew S. Bosin located in New Jersey with a nationwide startup law practice is not being interviewed by a potential client. Given the access that people have today to lawyers with the internet and video chat it is not uncommon for Andrew to spend hours every week engaged in the "hiring" process where potential clients try to determine if he is the right attorney for their startup legal needs.


Picking the right attorney for your startup company is just as important as picking the right business partner. You can’t underestimate how important it is to select an attorney who “gets” your vision, business model, your market opportunity and the value you are offering to both consumers and investing, and most importantly, your fundraising and exit strategy.


I understand because I have been there that hiring a lawyer can be daunting, stressful and challenging. This is probably because you have not had many interactions with lawyers. I admit that attorneys can be intimidating and costly and sometimes irritating, but these are not reasons not to go to them for crucial advice about the legalities of your company.


As a startup or small business owner, you will also want to look for a lawyer or legal team that identifies with the startup and small business culture.  For example, a lawyer who runs his own small legal practice will most likely have the legal expertise that you need, as well as a clear understanding of your journey as a small business owner.  A solo practitioner is usually more cost effective and affordable than a large or mid-sized law firm.

One of the reasons to hire a lawyer and it should not be at the top of the list is for perception. I have had clients tell me that certain deals or transactions closed more quickly because the other side liked the fact that their startup had a lawyer. Having a lawyer gives startups the impression to the outside world that they have their shit together and that it is a priority for them to spend money on legal costs.


In hiring a startup lawyer you need to balance finding a great practitioner with low cost. You also need to find a lawyer who will not treat you like a number and will be responsive and get back to you. Just because you pay dramatically less in legal bills than most of your lawyer’s other clients does not mean that the level of service he or she provides should be anything less than the other clients receive. You should expect more and better service and if your lawyer doesn’t deliver you should fire them!


I am always amazed and astonished when a client comes to me complaining about what the attorney they fired was charging them to do their legal work and how difficult it was to get either a straight answer to a question let alone trying to get their attorney on the phone or to respond to an e-mail.


It is equally baffling in this age of cost-cutting, bargain e-commerce sites, bartering for services, etc., that most businesses continue to pay whatever hourly rate their legal counsel charges them. That’s insane! Do most people believe that if they find a competent lawyer to do work for them and they charge less than others to do the same thing that they are going to get inferior legal counseling in return?


If you run a business and utilize the services of lawyers that specialize in different areas of the law you should not be paying them more than $300 an hour to do so. Do the math. If a lawyer charges $300 an hour and puts in just 35 hours a week, that attorney is grossing $10,500 a week.


Here is how I separate myself from the rest of the business lawyers out there:

  1. $295 hourly rate for new clients;
  2. Highly personalized service;
  3. Clients are provided with my cell phone number;
  4. Clients can reach me on nights and weekends;
  5. Meetings at the client’s office or a location that is convenient for them.


Andrew represents both small and large enterprise companies in performing legal work and consulting related to IoT monetization, Platform as a Service (PaaS), Infrastructure as a Service (IaaS), Data as a Service (DaaS), big data, cloud platforms, APIs, cyber security, data protection, intellectual property (IP), interoperability, IoT device management and monitoring, Low-Power, Short-Range IoT Networks, Low-Power, Wide-Area Networks (LPWANs), IoT processors, IoT Operating Systems, IoT Privacy, IoT Apps, IoT Platforms, IoT standards and ecosytems, B2B e-commerce platforms, personal data protection, IoT travel and hotel solutions, manufacturing, privacy, cyber security, cloud computing based analytics platforms, services, and business intelligence (BI) solutions, web 2.0, Virtual Reality (VR), machine learning algorithms, Artificial Intelligence (AI), internet connected devices and embedded sensors, wearables, light industrial applications, smart homes, and healthcare.


Please reach out to Andrew for a free consultation at 201-446-9643.


andrew@saas-lawyer.com



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SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Indianapolis. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Austin. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Dallas. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Houston. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Phoenix. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Seattle. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in San Diego. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Los Angeles. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Silicon Valley. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in San Jose. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in San Francisco. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Sacramento. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Texas. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Ohio. SaaS Lawyer, Attorney and Law Firm providing legal advice and drafting and negotiating SaaS and Software Intellectual Property (IP) Holding Company Licensing, Assignment and Transfer Agreements for SaaS, software and cloud vendors, customers, licensees, providers, developers and end-users doing business or located in Florida.


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SaaS Subscription Agreements

Andrew drafts and negotiates SaaS Subscription Agreements for startups, vendors, entrepreneurs, developers, customers, enterprise companies, end-users and licensees.


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SaaS Reseller Agreements

A SaaS Reseller Agreement is a contract between a SaaS, software or cloud services provider or vendor and reseller granting the reseller the rights to enter into a contract with a third party to  subscribe to or license the vendor's application, product or service.


Andrew drafts and negotiates Reseller Agreements for both the vendor and reseller all across the USA.

  

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Service Level Agreements (SLA)

A SaaS Service Level Agreement (SLA) is an agreement at the service level for the customer of a software as a service product provider or vendor. Typically, in an SLA which is attached to a SaaS Customer Agreement the SaaS vendor is providing maintenance and support services to the customer.


Andrew drafts Service Level Agreements for clients no matter where they are located in the US. 

SaaS Agreement Template

Andrew drafts SaaS Agreement Templates for Subscription Agreements, Master Service Agreements, End User License Agreements (EULA) and Reseller Agreements.


Andrew represents SaaS, software and cloud vendors, developers, providers and enterprise companies across the US.

  

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Legal Issues in Software as a Service (SaaS) Agreements

  

Andrew helps SaaS, software and cloud vendors, startups and providers understand their legal rights, duties, liabilities and obligations in entering into contracts and licensing agreements with customers, end-users, resellers and licensees.


Liability comes in many different shapes. What if your SaaS application is breached or comes under a cyber attack and the subscriber's confidential data and information is exposed or stolen. Are you the provider going to indemnify and hold the subscriber harmless for all the damages it might suffer as a result of the data breach? What if the SaaS application goes down for an extended period of time causing your subscribers to suffer economic damages? Do you have the correct insurance in place to deal with such catastrophic events?


Another legal issue to think about is whether the SaaS provider is going to guarantee that the SaaS application is going to be up and running for a guaranteed minimum amount of time. This guarantee would be found in a Service Level Agreement (SLA) typically attached to the SaaS Agreement. In the SLA the SaaS provider is offering a guarantee that the application will be up and running 365 days a year 99.5% or 99.9% of the time. 

SaaS Contracts Attorney

SaaS Contracts Lawyer Andrew S Bosin LLC in New Jersey located outside of New York City represents SaaS, software and cloud companies, startups, vendors, entrepreneurs, enterprise companies and developers located in all fifty states.


Andrew drafts and negotiates SaaS Reseller Agreements, Master Service Agreements, End User License Agreements (EULA) and Subscription Agreements.


andrew@saas-lawyer.com

What is Software as a Service (SaaS)?

SaaS Attorney Andrew S Bosin LLC represents startups, vendors, customers and enterprise companies.

Software as a Service SaaS Agreements

Software as a Service SaaS Agreements drafted and negotiated by SaaS Agreement Lawyer Andrew S Bosin LLC who works from offices in New Jersey right outside of New York City.


Andrew, who is also a SaaS entrepreneur has done the startup entrepreneurial grind and has the boots on the ground experience to help you legally with your SaaS business from inception through exit or sale.

  

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End User License Agreement - EULA Template

SaaS Startup Lawyer Andrew S Bosin LLC charges low cost fixed rate legal fees packages.

EULA Template Agreement Lawyer

SaaS EULA Template Agreement Lawyer Andrew S Bosin based in New Jersey just outside of New York City drafts and negotiates SaaS contracts for startups, entrepreneurs, vendors, developers, providers, customer, enterprise companies, end-users and licensees.


SaaS Lawyer Andrew S Bosin who is also a SaaS entrepreneur represents software and cloud startups, vendors, providers, customers, licensees, 

enterprise companies, developers and end-users all across the USA located in Boston, Atlanta, Philadelphia, Connecticut, San Jose, San Diego, Austin, Dallas, Fort Worth, Houston, San Antonio, Texas, Columbus, Cleveland, Ohio, Denver, Boulder, Salt Lake City, Indianapolis, Raleigh, Charlotte, Delaware, Memphis, Washington DC, Nashville, Maryland, Phoenix, St. Louis, Kansas City, Silicon Valley, Los Angeles, San Francisco, California, New York, New York City, New Jersey, Brooklyn, Chicago, Miami, Tampa, Jacksonville and Orlando, Florida. 


Please reach out to Andrew for a free initial consultation at 201-446-9643.


andrew@saas-lawyer.com

  

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