Introduction
Our client made available a popular suite of software plugins to automate a number of tasks within the existing Microsoft Office ecosystem. These products were both remotely and, if necessary, within the local Microsoft Azure tenant.
We were asked to review their existing legal documentation and to ensure that they were following best practice.
Context and Challenge
Our client was working with a number of existing contracts that did not fit with what they were actually doing. In addition, there were a number of indemnities given in its agreements that, as a SaaS provider, presented a particular risk given the significant number of customers our client had. If something went wrong and a contractual liability arose across the client’s customer base, it would go wrong badly.
We needed to start afresh with the client’s key documentation in order to bring its risk exposure down and ensure that all aspects of its business were properly catered for in its contracts.
Process and Insight
We delved deep into a relative particularity with our client’s business – it permitted integration of its software with other, non-Microsoft products. The integrated software package was then sold on to end-customers to use within their businesses. The client did not have a great deal of oversight into the integration process and it didn’t want it: getting too particular would discourage the sale of the plugin and the client was looking to grow this aspect of the business as quickly as possible. The more products the plugins were integrated with, the larger the market.
We needed to address this in an elegant way. Accordingly, we helped the client develop a bespoke onboarding process that was reflected in one of the SaaS reseller contracts that we drafted for it. We also suggested that the client integrate the end-customer EULA into its login process rather than relying on resellers to get EULAs agreed as this speeds up the onboarding of resellers and the integration of the plugins into new products.
We also drafted other contracts to reflect the client’s two separate (local and remote) deployment models. It was also necessary to draft a new data processing agreement – a document that was often closely reviewed by the client’s customer’s in-house lawyers.
Solution
After an extensive drafting process with a number of further calls to assist the client with the technical aspects of onboarding and use of the contracts, the client was able to move forward.
Whilst we assisted on a few of the negotiations around data protection (to be expected), the SaaS agreements were able to be used without constant engagement with customers and resellers.
If you need help with your old contracts or around SaaS generally, please don’t hesitate to contact us.
