I'm Bill Boncosky and I joined Alerding Castor Hewitt, LLP January 1st. I'm thrilled to be here and excited to work with a group of talented and driven attorneys who are passionate about their clients and their clients' businesses.
I spent the last 6+ years as the General Counsel at ExactTarget, an Indianapolis-based email service provider (ESP) delivering its software product as a subscription-based service via a software as a service (SaaS) model. At ExactTarget, I became personally familiar with and convinced of the power of the SaaS as both a method of delivering software to clients and a business model.
As the GC, I gained first-hand knowledge of legal issues specific to the SaaS model including SaaS litigation, licensing, intellectual property rights, limiting risk via a sound customer subscription agreement, appropriate insurance coverage, and a host of other issues. I am very excited to be able to share this knowledge with other SaaS companies and provide SaaS legal consulting with my colleagues here at Alerding Castor Hewitt.
Posted Tuesday, January 26, 2010 by
William Boncosky
For SaaS companies, the customer agreement is critical. Why? A SaaS relationship is not a 1-time purchase of software to be installed. The SaaS customer agreement is a document which will govern (what you hope will be) a long-term relationship with your client. It must cover the software license aspect of the relationship, the ongoing maintenance, upgrading and use of the software and - often overlooked - the professional services to be provided by the SaaS company to the client. The standard software license agreement is simply not sufficient. And please do all you can to talk your REALLY BIG client from insisting that you use a form purchase agreement.
I recommend a "Subscription Agreement" for the use of the software. This makes it clear what you are providing to the client - not a license to use software but access to a service during the subscription period. The SaaS client must also consider the relationship professional services play and the nature of the SaaS service being provided. Each will require customization of your SaaS customer agreement.
SaaS legal consulting requires a novel approach to client agreements. Knowledge of ASP law, SaaS litigation issues, cloud computing law, etc. is just a start. Make sure you discuss the unique nature of your SaaS service with a experienced SaaS law counsel so that you put the best agreement possible in front of your clients.
I recommend a "Subscription Agreement" for the use of the software. This makes it clear what you are providing to the client - not a license to use software but access to a service during the subscription period. The SaaS client must also consider the relationship professional services play and the nature of the SaaS service being provided. Each will require customization of your SaaS customer agreement.
SaaS legal consulting requires a novel approach to client agreements. Knowledge of ASP law, SaaS litigation issues, cloud computing law, etc. is just a start. Make sure you discuss the unique nature of your SaaS service with a experienced SaaS law counsel so that you put the best agreement possible in front of your clients.
