SaaS & Software Agreement Attorney
Accord & Shield Legal reviews, drafts, and negotiates SaaS and software agreements for companies in Arizona, California, and Texas — subscription agreements, software licenses, data processing agreements, and service level agreements, on both the vendor and customer side.
Software agreements decide who owns what, what happens when the service goes down, and how easily you can leave. A review before signing can surface those terms while they can still be negotiated. Have an MSA, SOW, order form or DPA in front of you? Book a consultation and talk it through before you sign.
View available consultation times and choose an appointment that fits your schedule.
Agreements We Handle
AI features raise new contract questions too — whether customer data can be used to train models, how AI-generated output is owned, and what usage terms should say. We review those provisions alongside the rest of the agreement. Building a software company? Start with our founder hub. If you sell subscriptions to consumers, our Subscription Cancellation Compliance Self-Audit is a quick way to check your cancellation flow against current requirements. Where AI is part of the product or the workflow, see AI governance.
We work across the documents that a software business signs or asks its customers to sign:
- SaaS subscription agreements — MSAs with order forms, self-serve terms of service, and enterprise agreements.
- Software license agreements & EULAs — on-premise, embedded, and end-user licensing.
- Data processing agreements (DPAs) — privacy and data-handling terms on either side of the relationship.
- Service level agreements (SLAs) — uptime commitments, credits, and support tiers.
- API and platform terms — the agreements that govern the services your product is built on.
- Reseller, referral & partner agreements — channel and integration relationships.
- Beta and pilot agreements — limited deployments before a full contract.
If your product depends on someone else’s platform, we’ve written about what startups should check in API and vendor terms before they build. We’ve also covered diligence-grade contracts — the standard acquirers and investors hold SaaS agreements to when the company raises or sells.
DefinitionsSaaS Agreement vs. Software License
A SaaS agreement generally gives a customer access to software the vendor hosts and operates, for the length of the subscription. A software license generally gives the customer rights to install and use a copy of the software on its own systems or devices, under the conditions the license sets. On the SaaS side, that usually means an MSA with order forms, self-serve terms of service, or an enterprise agreement; on the license side, on-premise, embedded, and end-user licensing, including EULAs.
The distinction shows up in open-source compliance too. For a company that ships installed software or a downloadable app, distribution is usually obvious. Traditional GPL obligations are generally tied to conveying or distributing copies, so merely running GPL-covered software on your own servers for a hosted service may not trigger the same obligations. For a hosted software business, AGPL components in core or user-facing services deserve particular attention, even if the company never ships downloadable software. We cover this in Open-Source Licenses Are Hiding in Your Product.
Customer SideReview Before You Sign
When your company is buying software, the risk usually hides in a handful of recurring terms. A review typically examines:
- Liability caps and indemnification — what the vendor is actually responsible for if something goes wrong, and what you’re on the hook for.
- Data rights — what the vendor may do with your data, including whether it can be used to train models or improve services, and what happens to it at termination.
- Auto-renewal and price changes — renewal windows, notice requirements, and whether pricing can change mid-term or at renewal.
- Suspension and termination rights — when the vendor can cut off access, and whether you get notice and a chance to cure.
- Uptime and remedies — what the SLA actually promises, and whether the remedy is limited to service credits.
- Exit and data portability — how you get your data out, in what format, and at what cost.
These terms rarely make an agreement unsignable — but knowing them changes how you negotiate, what you pay, and how you plan.
Vendor SidePaper That Supports Your Sales Motion
If you sell software, your customer agreement is part of your product. We draft vendor-side packages built around how you actually sell — self-serve click-through terms for product-led growth, or an MSA and order-form structure for enterprise sales — covering subscription terms, acceptable use, IP ownership, confidentiality, SLAs, and the DPA your customers’ procurement teams will ask for.
Well-drafted paper shortens sales cycles: fewer redlines, fewer procurement stalls, and terms you can defend without renegotiating every deal from scratch. It also matters in diligence — investors and acquirers read customer agreements closely, and clean, consistent contracts are part of what they’re buying. If you’re preparing for a raise or exit, see our M&A practice — or, for software deals specifically, M&A counsel for technology companies.
SaaS & Software Agreement FAQs
Should a lawyer review a SaaS agreement before we sign it?
If the software matters to your operations or the spend is meaningful, a review is usually worth it. SaaS agreements often contain auto-renewal terms, unilateral price-change rights, low liability caps, and broad data-use language that can be negotiated before signing but are difficult to unwind afterward. We can tell you quickly whether an agreement needs attention.
We sell SaaS. Can you prepare our customer agreement?
Yes. We draft vendor-side SaaS packages — subscription agreement or MSA with order forms, acceptable use terms, SLAs, DPAs, and website terms — sized to your product and sales motion, so your paper supports deals instead of slowing them down.
What is a DPA, and do we need one?
A data processing agreement governs how a vendor handles personal data on your behalf. If your product or your vendors touch personal data of California residents or others covered by privacy laws, a DPA is often required or strongly advisable. We review DPAs on both sides of the relationship.
Can you review an agreement with a large vendor that says its terms are non-negotiable?
Yes — and a review is still useful even when terms won’t move. Understanding what you are agreeing to lets you plan around suspension rights, price changes, and data portability, and larger vendors negotiate more often than their paper suggests, particularly on order-form terms.
Do you review software EULAs and end-user license terms?
Yes. Software license agreements and EULAs — on-premise, embedded, and end-user licensing — are part of the agreements we review, draft, and negotiate, on both the vendor and customer side. When your company is the licensee, a review typically examines liability caps and indemnification, data rights, auto-renewal and price changes, suspension and termination rights, and exit. When you publish the EULA, we draft terms built around how you actually sell.
What contract terms do enterprise customers, including law firms, typically require from software vendors?
Enterprise buyers typically send their own paper: a Master Services Agreement, a Data Processing Addendum, a security addendum, an acceptable-use policy, an insurance requirement, and sometimes additional procurement or vendor-management terms. The risk usually concentrates in a handful of provisions: the liability cap and its carve-outs, indemnification, the DPA and its security commitments, IP ownership, termination for convenience, service levels and warranties, and the security questionnaire and its flow-down terms. A law firm buying software is also handling its own clients’ confidential information, so expect close attention to confidentiality, data-use, and security terms. Answering a security questionnaire inaccurately, even optimistically, can become a contractual representation or misrepresentation you are later held to. These documents are negotiable, and enterprise legal teams expect pushback on a defined set of clauses. See Your First Enterprise Customer Just Sent a 50-Page MSA.
Do you work with startups outside Arizona, California, and Texas?
Our attorney is licensed in Arizona, California, and Texas, and we advise on matters governed by the law of those states. If your matter involves another state’s law, we can discuss whether we are the right fit or help you find counsel who is.
What to Expect on a SaaS Agreement
Software agreements rarely travel alone, and they rarely move at your pace alone. We plan for both.
Your commercial objectives
What the agreement has to achieve: pricing and term, renewal mechanics, service commitments, and where your liability position needs to land. Also which of those you are willing to trade.
The document package
Which documents this deal actually needs — master agreement, order form, service levels, data processing terms, acceptable use — and which already exist and simply need aligning.
Procurement and negotiation
Enterprise buyers route agreements through procurement, security review, and their own counsel. Those steps set much of the pace, so we plan around them rather than assume they will be quick.
Keeping the set consistent
Terms that appear in more than one document — liability limits, term and termination, data obligations — are kept aligned, so the package does not contradict itself once it is signed.
Timing on a negotiated agreement depends substantially on the counterparty. We set milestones we can control and flag early when something outside our control moves the date. More on how we work →
Before You Sign — or Before You Send.
Whether you’re reviewing a vendor’s agreement or building your own customer paper, a short conversation now can save you far more later.
Book an Initial Consultation
The initial consultation is not legal advice. Bring a short, nonconfidential description of the situation and any real deadline.
Please do not send sensitive documents or confidential information before we confirm we can assist you. Scheduling a consultation does not create an attorney-client relationship.