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23/08/2026
If you see this edit in an agreement, be worried.
Be very worried.
This edit alerted us to the fact that we had made product roadmap commitments on our SaaS product to the customer.
Big implications on product development and revenue recognition.
If you want to know why this edit is such an issue, download “10 SaaS Contract Basics SaaS Attorneys Must Know!”
https://www.techattorneycohort.com/freesaasguide1
One carefully drafted definition can prevent dozens of redlines throughout an agreement.
In this video, I explain a redline technique which shows how to use minimal redlines to make a substantial change when a vendor is trying to ensure that the agreement does not accidentally transfer the SaaS solution, updates, bug fixes, customizations, or other vendor IP to a customer.
For more practical SaaS contract guidance, download my free guide, 10 SaaS Contract Basics:
https://www.techattorneycohort.com/freesaasguide1?utm_source=linkedin&utm_medium=organic&utm_content=358
Why do large customers use 150-page, one-size-fits-all MSAs?
Check out the video.
For more practical guidance on reviewing and negotiating SaaS agreements, download my free guide, 10 SaaS Contract Basics:
https://www.techattorneycohort.com/freesaasguide1?utm_source=linkedin&utm_medium=organic&utm_content=357
A Master Services Agreement lands in your inbox with one instruction: “The customer will not accept any changes. Please approve for signature.”
Before reviewing the full agreement, I usually check two sections:
1. Limitation of liability
2. Definition of Deliverables.
Within five minutes, those provisions will often tell you whether the agreement is broadly reasonable or whether management needs to prepare for a serious negotiation.
In this case, the issues were significant enough to escalate immediately.
Once management understood the risks, the customer agreed to accept a markup, and the agreement was negotiated like any other deal.
The most important part of reviewing a large agreement is knowing where to look first, identifying the major risks early, and setting the right expectations before the business assumes the agreement is ready to sign.
For more practical guidance on reviewing and negotiating SaaS agreements, download my free guide, 10 SaaS Contract Basics:
https://www.techattorneycohort.com/freesaasguide1?utm_source=linkedin&utm_medium=organic&utm_content=356
That daunting 150-page Master Services Agreement lands in the inbox, and the pressure is on to sign.
While the CEO and sales team are celebrating the win, our work begins.
Before getting lost in the boilerplate, there is one critical place to look first: the definition of “Deliverables.”
In this video, I discuss the dangers of the broad definitions commonly found in large master services agreements and how the language can accidentally sign away the vendor’s IP.
Join the waiting list for the Practical SaaS Contract MasterClass:
https://www.techattorneycohort.com/practical-saas-contract-masterclass-demand?utm_source=linkedin&utm_medium=organic&utm_content=354
Contracts
“Customer owns all Reports” may be one of the most oversimplified edits in a SaaS agreement.
It sounds straightforward, but SaaS reports rarely contain only customer-owned material.
A broad ownership clause can give the customer rights over material the vendor uses across its entire customer base.
In this short video, I explain why report ownership is more complicated than it appears and how clearer definitions make the negotiation much easier.
Want a deeper breakdown of the key SaaS issues every attorney needs to spot? Download my free guide, 10 SaaS Contract Basics Every Attorney Must Know. https://www.techattorneycohort.com/freesaasguide1
That monster 150-page contract might be hiding a massive trap for SaaS founders.
Often, generic legal templates contain vague deliverables definitions that accidentally hand over ownership of intellectual property to the customer. When a contract broadly defines everything produced as a deliverable and then assigns ownership to the client, software vendors can lose the rights to their own core tech. It’s a classic case of hidden legal risk that can derail a negotiation before it even starts.
This video is a short clip from a lesson from the Practical SaaS Contract MasterClass which is a common issue in SaaS contract negotiations, especially with large, established customers. Don't let a bad template sign away the company's future.
https://www.techattorneycohort.com/practical-saas-contract-masterclass-demand
15/07/2026
In SaaS, the indemnity against third-party IP claims is generally uncapped. So, there are no limits on the vendor’s liability to fulfill the indemnity.
But, an uncapped IP indemnity may not cover one of the most painful consequences of the infringement: replacing the SaaS.
Assume the IP indemnity is excluded entirely from the limitation of liability cap.
The vendor must defend the third-party claim and pay the settlement or judgment without any contractual cap. Or if it’s a broader indemnity provision, it may also be required to cover broader losses related to the claim.
That is significant protection for the customer.
However, the indemnity also includes limited infringement remedies which require the vendor to procure for the continued use of the SaaS, modify or replace it, or terminate the subscription and refund unused prepaid fees.
Those remedies are generally stated as the customer’s sole and exclusive remedies.
So, after the legal costs and liability arising from the claim, and a refund, the customer’s most painful problem, broader replacement and transition costs, may not be covered.
The customer will need to procure a replacement platform, migrate its data, rebuild integrations, retrain users and redesign business processes around the new service.
So even so indemnities may be uncapped and the customer may receive a refund of unused fees, they still will be left carrying the cost of replacing a platform that has become embedded in its operations.
This is an issue that is easy to miss because the negotiation often focuses on whether the IP indemnity is capped or uncapped, or how broad the indemnity language is. Rarely do the parties negotiate over the remedies and replacement costs, if the infringement cannot be remedied and the agreement is terminated.
Should reasonable migration and replacement costs be recoverable under the IP infringement provisions, subject to a separate cap or agreed transition obligation?
Don’t get stuck in SaaS negotiations on key issues you don’t have a good answer to. Download my free guide, 10 SaaS Contract Basics, to avoid the most common pitfalls → https://www.techattorneycohort.com/freesaasguide1
A broad intellectual property definition together with an equally broad IP assignment clause that captures ideas, methods, know-how and other elements make sense in an MSA covering development services.
But when the same wording is applied to SaaS, the assignment clause may reach parts of the vendor’s core platform and technology.
In this short video, I explain why the commercial context matters and how a standard MSA can create unintended IP risk in a SaaS deal.
For more guidance on this and other common SaaS contract issues and negotiation deadlocks, download my free guide: 10 SaaS Contract Basics Every Attorney Must Know: https://www.techattorneycohort.com/freesaasguide1
Why do SaaS agreements define “intellectual property” to include things that may not actually be intellectual property?
What is the definition actually trying to achieve?
In this short video, I break down the wording to show you what it looks like in a SaaS agremenet. For the answer to this question and other common SaaS contract issues, download my free guide: 10 SaaS Contract Basics Every Attorney Must Know: https://www.techattorneycohort.com/freesaasguide1