SaaS Agreements: Developing A Strong Legal Foundation (Checklist Included)
Over the past 20 years, Software as a Service (SaaS) has seen substantial growth in sales. Although annual growth is starting to slow compared to other service models…
[SERVICE]Contracts and agreements
Business contract lawyers for startups and growing companies
We draft, review and negotiate the agreements your business runs on, explain every clause in plain language, and make sure the IP you build stays yours.
Your attorneys
Andrew RapackeManaging Partner · Registered Patent AttorneyFormer Naval Engineering Officer. M.S. in electrical and electronics engineering.
Ken BrooksRegistered Patent AttorneyMaterials science and engineering. Patents in software, AI, and electrical and mechanical systems.
[01]Who it's for
For companies that sign more than they read.
Well-drafted contracts set expectations, head off disputes and keep you compliant. Most problems we see come from an agreement signed quickly on someone else’s template.
Startups making first hires
Employment, contractor and advisor agreements that assign the work to the company.
SaaS and software companies
Customer terms, subscription agreements, licenses and data terms.
Companies working with partners
Vendor, supplier, distribution and joint development agreements.
Anyone handed a contract to sign
A review that explains the risk before you commit.
[02]What we handle
Contracts written for your business, not a template.
We start with a call about what the deal must do, then draft or review with your industry, your risk and your IP in mind.
Every review comes with a plain-language explanation of what each clause means and suggested changes to protect you. Our team includes James Stark, Attorney of Counsel, a business attorney whose work spans contract drafting and negotiation, investor transactions and licensing.
Contracts we draft and review
- Customer and service agreementsTerms of service, master service agreements, statements of work and SaaS subscriptions.
- Employment and contractor agreementsWith confidentiality and a written assignment of the work they create.
- Vendor, supplier and partner agreementsManufacturing, distribution, reseller and joint development.
- Licensing and complex transactionsIP licenses, asset purchases and other deals with more at stake.
Terms we flag
- IP you do not end up owningWork product that stays with a contractor or developer.
- Unlimited liabilityAn indemnity with no cap, or a cap only on the other side.
- Hard-to-exit termsAuto-renewals, long notice periods and termination fees.
- A forum far from homeA governing law or venue clause that makes any dispute expensive.
[03]The basics
Contracts a startup needs.
A business contract lawyer drafts, reviews and negotiates the agreements a company signs, and makes sure they are clear, enforceable and in line with its goals. For a startup, the core set is short, and each one should exist before the moment it is needed.
| Agreement | What it does | When you need it |
|---|---|---|
| Founders agreement | Splits equity and assigns each founder’s IP to the company | At formation |
| Employment agreement and offer letter | Sets pay, duties, confidentiality and invention assignment | Before the first hire |
| Independent contractor agreement | Defines the work and assigns what the contractor creates | Before any outside developer or designer starts |
| Advisor agreement | Sets an advisor’s equity, duties and IP terms | Before you add an advisor |
| Non-disclosure agreement | Protects what you share in talks | Before the first outside conversation |
| Customer terms or master service agreement | Sets what you deliver, how you are paid and your liability | Before the first sale |
| Vendor and supplier agreements | Sets quality, delivery and who owns tooling and designs | Before you order |
| IP license | Lets someone use your IP, or you use theirs | When technology changes hands |
What makes a contract enforceable
A contract generally needs an offer, acceptance, something of value exchanged on each side, parties with capacity, and a lawful purpose. Some contracts must be in writing, such as a transfer of patent or copyright ownership. Under the federal E-SIGN Act, electronic signatures are generally as valid as ink.
For subscription software, see SaaS agreements, with a checklist. Hiring is where the most common gaps appear, covered in 5 common legal mistakes when hiring.
[04]Before you sign
Clauses to check before you sign a contract.
These are the clauses that decide what a contract costs you when something goes wrong.
- IP ownership. Who owns what is created under the contract, and whether you get a license to anything you do not own.
- Indemnity. Who pays if a third party sues, and whether it is mutual.
- Limitation of liability. The cap on damages, what it excludes, and whether it applies to both sides.
- Term, renewal and termination. How long it runs, whether it renews on its own, and how you get out.
- Payment. Amounts, due dates, late fees and what happens in a dispute over an invoice.
- Confidentiality and data. What each side must keep private and how customer data is handled.
- Non-compete and non-solicit. Restrictions on hiring or competing, which state laws treat very differently.
- Governing law and disputes. Which state’s law applies, where disputes are heard, and whether arbitration is required.
[05]How we help
Drafting, review or negotiation. What you need.
Most engagements are one of four kinds. Each is quoted as a flat fee before it starts.
| Drafting | Review | Negotiation | Templates | |
|---|---|---|---|---|
| When it fits | You need the agreement written | Someone sent you a contract | Terms need to move | You sign the same kind of contract often |
| What you get | A contract built around the deal | A plain-language risk summary and redlines | A strategy, counterproposals and representation | A set of templates with flexible clauses |
| What it protects | Your terms from the start | You from signing a bad term | Your position and the relationship | Consistency across every deal |
Templates come with guidance on how to adapt them, and we review and update them as the law and your business change.
[06]Fees
One flat fee, quoted before work begins.
There is no hourly billing. Your contract work is quoted as a flat fee on your strategy call, once the scope is clear, and nothing starts until you approve it.
Book A Free Strategy CallWhat sets the fee is the work itself, not the time on the clock.
- Drafting or reviewing. Writing a new agreement, or reviewing the other side’s.
- Length and stakes. A one-page contractor agreement is different from a master service agreement.
- Negotiation rounds. Whether we negotiate with the other side for you.
Ongoing work for a growing company can run on a monthly Fractional IP Counsel plan instead of one fee per document. This service is not covered by The RLG Guarantee, which applies to patentability searches, provisional patents, design patents and trademarks.
[07]The process
From first call to a signed contract.
What happens at each step and who does the work. Timing depends on the other side and is never a promised date.
ContractsCall to signed
- Day one01Day oneStrategy callFree. Walk us through the deal, the documents or the problem.
- Flat fee02Flat feeScope and flat feeWhat the work covers and its price, in writing, before it begins.
- 03Draft or reviewWe write the agreement, or mark up theirs with plain-language notes.
- 04NegotiationChanges worked through with the other side, with you approving each one.
- 05SignedExecuted, with a copy and a summary of what to watch.
[08]Questions
Questions about business contracts.
Still deciding? Your first call is free and comes with a straight answer on what the contract needs.
Book A Free Strategy CallWhat does a business contract lawyer do?
Drafts, reviews and negotiates the agreements a company signs, such as customer, vendor, employment and licensing contracts. The goal is a contract that is clear, enforceable and protects you if the relationship goes wrong.
Should a lawyer review a contract before I sign it?
For anything with real money, IP or long-term obligations, yes. A review costs far less than a dispute, and it tells you which terms to push back on before you have agreed to them.
How much does a contract lawyer cost?
With us it is a flat fee, quoted on your strategy call before any work begins. It depends on whether we draft or review, the length and stakes of the agreement, and whether we negotiate for you. There is no hourly billing.
Can I use a contract template?
For simple, low-risk agreements, often yes. Generic templates tend to miss IP ownership, liability caps and termination terms that matter to a technology company. We can build templates for the contracts you sign repeatedly, so every deal starts from your terms.
Are electronic signatures legally binding?
Generally, yes. The federal E-SIGN Act and state laws treat electronic signatures as valid for most business contracts, with a few exceptions such as some real estate and estate documents.
Who owns work created by a contractor?
Often the contractor, unless a written agreement assigns it to you. That is why every contractor and employee agreement should include an invention and work assignment, and why investors check for one.
Can you help if the other side breaks the contract?
Yes. We review what the contract says, advise on your options and can negotiate a resolution. If a dispute needs litigation, we tell you on your call how it would be handled.
Do you write SaaS and software agreements?
Yes. Terms of service, subscription agreements, software licenses and data terms are a large part of our contract work for technology companies.
[09]Learning Center
Go deeper on startup agreements.
How to Craft a Startup Advisor Agreement Like a Tech Unicorn
An advisor agreement for a startup is essentially a binding contract that delineates the association between an advisor and the startup. This document specifies their…
5 Common Legal Mistakes When Hiring and How To Avoid Them
Every day we hear of the devastating economic fallout caused by the COVID-19 Pandemic, but fortunately with the massive shift to remote operation, many well positioned…
[10]Client reviews
Companies that signed with confidence.
4.7 across 614 public reviews on Google, Trustpilot and Avvo.
#1Top reviewed IP law firm*
Read client reviews“The Rapacke Group stands by their fees with no surprises.”
Lowell CrawfordClient review “From creating a new business and checking to make sure we were in full compliance, the team at The Rapacke Law Group handled everything with ease for us.”
Aqua Fire PitBusiness formation · Client review “As a small business owner, Andrew was invaluable to my business. Not only was his firm responsive and professional, Andrew went above and beyond and connected me with the right person in the industry for my business.”
Ming HwongSmall business · Client review
Reviews reflect individual client experiences. Quotes are excerpts. Prior results do not guarantee a similar outcome. *#1 top reviewed means the most public client reviews on Google, Trustpilot and Avvo of any US patent or trademark firm.
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