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Facilitator Guide

SaaS Agreements: Drafting and Negotiating

What’s covered

WHAT'S COVERED:

  • Sources of negotiating leverage
  • Customer data ownership and use
  • Data security commitments
  • License grants, deliverables, and feedback
  • AI-generated output
  • Warranties and disclaimers
  • Indemnification, liability caps, and insurance

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/saas-agreements-drafting-and-negotiating/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from SaaS Agreements: Drafting and Negotiating

    Course

    SaaS Agreements: Drafting and Negotiating

    An advanced discussion on drafting and negotiating SaaS agreements from both sides of the table. It covers how to identify leverage, anticipate counterparty positions, advise clients on key contested provisions, and navigate AI-related issues.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What factors into leverage in a SaaS negotiation?
  • Why are data rights often heavily negotiated in a SaaS deal?
  • What concerns might a customer have about how a vendor uses the customer's data?
  • Why might a SaaS agreement need to include a license grant?
  • How should ownership of deliverables be allocated between a vendor and a customer?
  • How do warranty disclaimers and indemnification work together to allocate risk between vendor and customer?
  • Why might a customer push to carve certain obligations out of a liability cap?
  • What role does insurance play in backing up a SaaS agreement's liability allocation?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system's breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don'ts)
  • Firm-specific guidance and practices

After the session

To continue learning, attendees can check out related courses in Hotshot's Technology Licensing topic.