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Facilitator Guide

SaaS Agreements

What’s covered

  • What SaaS is and when it's used
  • SaaS as a service, not a license
  • Structure of a SaaS agreement
  • Customer access rights and restrictions
  • Term, renewal, fees, and termination
  • Warranties and disclaimers
  • Limitation of liability

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/attendee

Prepare Yourself

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

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    Course

    SaaS Agreements

    An introductory course on Software-as-a-Service agreements. It covers how SaaS agreements are structured, the customer access and subscription terms that set them apart from software licenses, and the vendor's warranty and liability provisions.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What's the basic difference between SaaS and installed software?
  • Why is a SaaS agreement usually a services agreement rather than a software license?
  • What are the main parts of a typical SaaS agreement?
  • In an enterprise SaaS deal, where would you usually find the pricing, quantities, and term?
  • In an installed-software deal, the license grant sets the limits on what the customer can do. What does that job in a SaaS agreement?
  • What should a customer watch for when a SaaS agreement renews automatically?
  • What termination terms might a customer's lawyer ask for in a vendor's SaaS form?
  • What might a vendor-favorable SaaS form promise about platform availability?
  • Why is a damages exclusion often a bigger concern for a SaaS customer than the liability cap?

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.