The 36-Hour Contract Fire Drill Every SaaS Attorney Knows

This type of email would give me shivers.

“We finally have the contract from ____________ [insert massive company name, big logo]. We need to close by EOW (in 36 hours) before their budget runs out.

Huge win for the company! CEO is ecstatic!

Their legal won’t accept any changes. PO already issued.

Please approve for signature.

Thanks….”

You open the attachment—it’s a 100-page master software and services agreement that’s more suited for development services than your pure SaaS product.

No limitation of liability, demand for IP transfer, pages of infosec and quality assurance exhibits, and somehow, you’re indemnifying the customer for everything under the sun, including damages if Santa has to replace all eight reindeer.

We can’t accept this as-is and the CEO has eyes on this deal!

And it’s my problem and responsibility to resolve alone!

Or is it?

Over the years, I learnt a few truths and mindset tricks on how to deal with this type of situation:

Even if you (legal) could accept every purely legal provision in the contract without change, could other company stakeholders accept all other provisions, schedules etc. as-is? The contract undoubtedly impacts other departments including R&D, finance, product, support etc. It is not just you facing the challenge, other departments are as well.

Following on from the previous point, it’s a collaborative response. Get other stakeholders involved to understand how the “company” will respond, not just legal.

As experience grows, you learn the positions of stakeholders and the company’s risk appetite, so you can speak for them without dragging everyone into every discussion. Same collaboration, quicker decisions.

Negotiation room generally exists! For critical deals, there’s almost always some room for negotiation. It may be limited, but with a shared desire to close a deal, both sides usually find just enough flexibility to make changes.

You are human and humans have limitations, even on massive deals.

What’s your experience?

If you found this useful and want more insights on SaaS contracts, grab “10 SaaS Contract Basics You Must Know!” Download here.

The 36-Hour Contract Fire Drill Every SaaS Attorney Knows

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