SaaS and technology contracts, negotiated with the business in mind.
Commercial counsel for software and technology companies managing customers, vendors, privacy and licensing. Terms that make sense for what happens after everyone signs.
The agreements a SaaS business runs on.
Customer agreements
SaaS subscription agreements, MSAs, order forms, SLAs and terms of service.
Data & privacy
Data processing agreements, privacy terms, security questionnaires and information-security obligations.
Vendors & procurement
Technology procurement, cloud and software vendor terms, and renewals.
Partners & channels
Reseller, referral, distribution, integration and partnership agreements.
Licensing & IP
Software licences, IP ownership and assignment, and confidentiality provisions.
AI-related terms
Customer data use, model training, output ownership and terms for AI vendors.
Where negotiations usually focus.
- Limitation of liability. Customers often push for higher caps or carve-outs. A playbook sets what you can concede.
- Data processing. Enterprise customers may ask for their own DPA terms on top of yours.
- Service levels. Credits and remedies need to match what operations can deliver.
- Indemnities. Customer forms may include broad indemnities written for other kinds of suppliers.
- IP and ownership. Terms drafted for custom work can sit awkwardly with a subscription product.
- Security and audit rights. Obligations need to match your actual controls and certifications.
- Auto-renewal and price increases. Notice windows are easy to miss.
- Your data. How the vendor may use, retain and return it, including for AI features.
- Exit. Termination rights and data export when you switch providers.
General information about common negotiation points, not legal advice about your contracts.
Experience with software companies.
Corporate and commercial lawyer called to the British Columbia bar in 2020. Fractional general counsel to MailChannels, where I am the company's first in-house counsel. Previous work includes in-house articling at BCLC, contract-lawyer work for McCarthy Tétrault, Borden Ladner Gervais LLP and Deloitte, and legal technology consulting for Gavel, now part of Relativity. LL.M., Stockholm University.
Questions SaaS teams ask.
Do you review contracts on customer paper?
Yes. Many SaaS deals are negotiated on the customer's paper. I review against your commercial positions and propose fallbacks your team can approve.
Can you build our templates and negotiation playbook?
Yes. A template refresh or playbook build is often a good defined project, and it makes later negotiations faster for your sales and procurement teams.
Do you handle data processing agreements?
Yes. Data processing agreements, privacy terms, security questionnaires and contractual information-security obligations are a regular part of SaaS contracting.
Can you help with customers or vendors outside BC?
I can negotiate the commercial terms. I'm licensed to practise law in British Columbia. For matters governed by the laws of other jurisdictions, I coordinate with appropriately qualified local counsel where required.
Do you work on AI-related contract terms?
Yes. That includes terms covering how AI features use customer data, model training, output ownership and vendor AI tools.
Other ways I help.
Send me the next contract.
Tell me what you are negotiating, and we will work out whether a single review, a playbook or ongoing support fits best.
Your choices on this page are added to the booking and email so we can start with context. Please don't include confidential information. Contacting Next Clause does not create a lawyer-client relationship. Any engagement is subject to a conflict check and a signed engagement agreement.