Computer software is an essential tool for almost every organization. Organizations use computer software to create products, perform services, manage relationships, control internal operations, and process and store sensitive and regulated data.
Organizations often procure software using a "software-as-a-service" or "SaaS" model, which involves the organization using its technology infrastructure to remotely access and use copies of computer software installed and maintained by a service provider on the service provider's technology infrastructure.
The use of SaaS is a form of outsourcing that implicates compliance with legal and regulatory requirements (including laws of general application, sector-specific laws, contractual obligations and legal duties) and can present the customer with significant business risks and potential legal liabilities. A prudent customer, with the benefit of legal advice, will carefully review each SaaS agreement and attempt to negotiate required revisions so that the agreement is appropriate and reasonable in the circumstances.
BLG's SaaS Agreements – A Practical Guide, written by Bradley J. Freedman, explains the important provisions commonly included in SaaS agreements and provides practical guidance for the procurement of SaaS.
Topics include: SaaS procurement; SaaS subscription; warranties and disclaimers; acceptance testing; technical support and problem resolution; fees and related matters; customer data and information; general indemnity; IP infringement indemnity and remedies; confidentiality obligations; remedy restrictions/liability limitations and exclusion; term, suspension and termination; consequences of expiration/termination and surviving rights and obligations; governing law and dispute resolution; boilerplate provisions; and contract interpretation principles.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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