There is a new Seventh Circuit Court of Appeals opinion that is likely to have a significant impact on SaaS providers. In Digitech Computers, Inc. v. Trans-Care, Inc. (link here), the 7th Circuit focuses on a SaaS agreement for Digitech to provide certain management software licensing components for Trans-Care (an ambulance and medical transportation service). The Court ultimately upheld a breach of contract claim in favor of Digitech, significantly reduced Digitech’s damages award, and...
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Very
interesting article from CNet regarding the proposal to be made by
Senator Dick Durbin (D-Ill). The article can be found
here. Basic point of the article is
that Senator Durbin wants to add sales taxes to on-line sellers
like Amazon and iTunes (although I would note that I think
iTunes already has a tax component) for all purchases. The
idea being that brick and mortar stores in a given state shouldn't
have to foot the bill for these new-fangled on-line
superstores. They should have to...Read More »Agreement titles are funny things. In their best use they
quickly describe the general subject matter of the contract.
For most situations a simple title is helpful. E.g.,
"Services Agreement" helps differentiate between a contract for
services and one for goods. That is helpful. Many
contract titles are more descriptive (e.g., "License Agreement",
"SaaS Agreement" or "Software Service Level Agreement" to describe
the technology nature of the agreement).
Where a client is using form...Read More »
Where a client is using form...Read More »
Something that women and/or minority
business owners may want to consider is registration with the
Indiana Department of Administration Minority and Women's Business
Enterprises Division to become certified as a minority-owned or
woman-owned business.Established in order to give such businesses an equal opportunity to participate in the state purchasing process, the criteria considered for such certification include that the minority/woman member possess:
- ownership of the business (at least...
We all know the beauty of the SaaS business model: great cash flow
from up front payments, recurring revenue from clients that
renew, ratable revenue recognition that results in
smooth rather than lumpy revenue models, etc.
But what if during your licensing agreement
negotiations the client is pushing back and threatens some or
all of these SaaS model advantages?
This is when its great to work with attorneys that have extensive SaaS legal consulting backgrounds; attorneys that not only...Read More »
This is when its great to work with attorneys that have extensive SaaS legal consulting backgrounds; attorneys that not only...Read More »
The United States
Supreme Court (SCOTUS) has granted certiori on a case in the
privacy litigation arena that focuses on the question of whether a
governmental employee has Fourth Amendment rights in the contents
of an employer issued pager. The case is City of Ontario
v. Quon (www.ca9.uscourts.gov/datastore/opinions/2008/06/18/0755282.pdf).
In Quon, the Ninth Circuit made several decisions.
It first decided that a third party company that provided
texting services to the City of Ontario was...Read More »
Alerding
Castor Hewitt, LLP is proud to announce the addition of Indiana
technology lawyer Bill Boncosky to the firm. The former General Counsel for ExactTarget, Bill has tremendous experience as technology counsel for one of the most successful technology start ups based right here in the heart of Indianapolis. A company that had just over a dozen employees when he joined, Bill has substantial experience in licensing agreement negotiations, ASP Law and Cloud Computing Law serving in that role...Read More »
The other day I wrote a post on my reasons not to use the term
"affiliates" in licensing agreement negotiations. See post here. My
general point is that the term has no common meaning in the law and
may create ambiguity in the contact.
I addressed several different definitions of the term in laws, but the term is not only defined differently in law, it is also used differently in business.
For accounting companies, for instance, the Interstate Commerce Commission defines the term as companies...Read More »
I addressed several different definitions of the term in laws, but the term is not only defined differently in law, it is also used differently in business.
For accounting companies, for instance, the Interstate Commerce Commission defines the term as companies...Read More »
There are several scope of license issues to work through when
handling license agreement negotiations. In my SaaS law (SaaS
legal consulting) practice I often see licensees wanting to open
the scope of the license to its “affiliates”.
For many larger SaaS customers this makes sense as these businesses often operate as families of companies rather than single operating entities. The customer may need to open the license to its other companies in order to properly use the software. Just last...Read More »
For many larger SaaS customers this makes sense as these businesses often operate as families of companies rather than single operating entities. The customer may need to open the license to its other companies in order to properly use the software. Just last...Read More »
So
you've launched your company and hired a web-developer to breathe
life into the idea you've poured your heart and soul into
developing over the past several months, perhaps even
years...Maybe you never even thought to ask the question, but at the end of the day who actually owns "your" website? You or the web designer?
Indiana software litigation in a ruling by the Supreme Court of Indiana, Conwell v. Gray Loon Outdoor Marketing Group, points to the fact that hiring a contractor for the...Read More »
A
client asked me today if it is more usual for customer payments to
be in advance or in arrears in Software-as-a-Service (SaaS) license
agreements. It is a great question as this is a common point
raised in licensing agreement negotiations. The nature of a SaaS law license is that it is a subscription transaction. There is a guaranteed term with a right to some use of the technology. What makes SaaS transactions unique is the collaborative support services that support the license. Some...Read More »
One
of the business law firms located in downtown Indianapolis,
Alerding Castor, LLP began in April of 2007 and has now recently
added Brian Hewitt as partner. Under
the new name, Alerding Castor Hewitt, LLP, I couldn’t be more
enthusiastic to be a part of this legal team. What I find exceptional about this firm is that we
work as a team in order to provide our clients with outstanding
legal counsel.
While I practice mainly on the transactional side of the law, working with clients on such...
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Let's face it - most
contract terms are boring. SaaS licensors and their customers
want to close deals. They want to hammer out the business
terms and key legal terms and get the contract done. I don't
blame them. Nobody in their right mind wakes up in the
morning and says "I want to negotiate a contract today."After weeks (or even months) of negotiations over key business and legal terms, the parties often are left with a few miscellaneous "legal" terms that seem more of a burden than...Read More »
Much of my SaaS law
(Software as a Service) practice consists of negotiating SaaS
agreements. Whether you count SaaS as a license, service or a
hybrid of both, expect one thing in your negotiations, corporate
counsel usually just don't get it. Most in-house counsel for large corporations spend their time on securities, employment or common vendor or customer issues. SaaS licensing is still a relatively new area of technology / information technology law and most in-house counsel want to...Read More »
Negotiation
strategies are often quite similar to interrogation
strategies. “Clock Negotiation” is a process often used by
large companies with deep pockets and bureaucracy when dealing with
smaller companies with lesser pockets.The goal of the large company is to send contract negotiations through multiple stages of review – with each stage going to a different division or office of the company. In each stage following the first, the officer will chip away more and more at the terms or...Read More »
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