SAAS Deals

Selling Enterprise SaaS: Legal Issues from the Vendor Perspective


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Instructor: Derek Schwede
Length: 30 minutes
CLE: None
Roundtable: Yes
Created: 2/18

Perhaps the two toughest challenges Software as a Service (SaaS) vendors face in negotiating legal terms with their enterprise customers are (1) persuading the customer to use the vendor’s (as opposed to the customer’s terms) and (2) limiting the scope of the vendor’s liability upon a data breach. In this Course we provide legal background as well as step-by-step tips to help SaaS vendors navigate these two critical issues in their legal negotiations with enterprise customers.

Specific Topics:


1. Whose Form to Use?

  • Customer Paper: The Big Hurt
  • What’s a Vendor to Do?
  • Tell Your Own Story
    • Step 1: Describe Your Product
    • Step 2: Anticipate and Disarm Customer Concerns
    • Step 3: Be the “Good Vendor”
  • Customer Still Not Sold? Constructing an Effective “Use My Form” Email

2. Winning the Toughest Deal Point: Data Breach Liability

  • The SaaS Conundrum: Responsibility for Customer Data
  • Data Breach Liability: Talking Points for Vendors
  • Structuring and Negotiating a Damages Cap
  • Data Breach: Market Trends

3. Using the Tools for this Episode