What is different about a SaaS agreement compared to a standard contract?

A SaaS agreement governs ongoing access to software, not a one-time sale. That means the contract needs to address licensing scope, service levels, uptime, data rights, support, security, and liability in a way that reflects how the platform actually operates.

How does agentic AI affect liability in commercial contracts?

As companies move from static tools to AI agents that can make recommendations, trigger actions, or interact with customers and vendors, contract risk changes. The issue is no longer just software failure. It is whether the agreement properly allocates risk for autonomous or semi-autonomous behavior, including errors, unauthorized actions, downstream reliance, and third-party claims. We help companies address that risk upfront through clearer AI terms, governance frameworks, and liability provisions that reflect how the product actually works in practice.

Can a vendor use our data to train its AI model without our consent?

Sometimes, yes—if the contract allows it. Many SaaS and AI agreements include broad language around de-identified data, service improvement, or model training that can give the vendor more latitude than the customer realizes. For companies with valuable proprietary information, sensitive business data, or regulated datasets, that creates real risk. We help clients negotiate data-use terms, training restrictions, and ownership provisions that preserve data sovereignty and prevent quiet leakage of enterprise value.

Who owns AI-generated output, prompts, and model improvements under a SaaS or AI contract?

That depends on the contract, and the answer is often less clear than companies expect. Many agreements address customer data but say very little about prompts, outputs, feedback, model improvements, or derivative use rights. We help companies define those categories carefully so ownership, use rights, and commercialization boundaries are clear before they become a dispute or diligence issue.

How do we mitigate “entitlements drift” and “zombie licenses” during an enterprise true-up?

In large SaaS deployments, one of the biggest risks is the gap that opens over time between what the contract allows and what the system actually provisions. During a vendor audit or enterprise true-up, that mismatch can turn into unbudgeted exposure—especially when dormant accounts, service accounts, legacy seats, or unused permissions are counted as active use. We help clients align contractual usage definitions with how access is actually provisioned and used. That includes tightening terms like “Authorized User,” clarifying treatment of service accounts and inactive seats, and reducing the chance that a vendor can turn technical overprovisioning into artificial compliance exposure during renewal, audit, or exit.

Top-Rated Technology, AI & SaaS Business Attorneys

Our Approach to Technology and SaaS Transactions.

Our team includes SaaS lawyers with real technology backgrounds, including experience at the CIO level. That matters because technology agreements and internal governance now define core business risk.

Issues like data sovereignty, agentic AI liability, code copyright “clean rooms,” and data-use rights are evolving in real time. Small decisions early can create material exposure later. We focus on getting those decisions right before they become problems.

Technology and SaaS Services and Strategy.

We advise software companies, SaaS businesses, platform operators, and enterprise clients on commercial agreements where revenue, data, IP, and operational risk intersect. In many cases, the contract becomes the product’s risk architecture.

We also work closely with our mergers and acquisitions team, intellectual property team, and commercial litigation team when the contract intersects with diligence, ownership, enforcement, or dispute risk.

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We regularly advise on:

We draft and negotiate SaaS agreements, including software-as-a-service contracts, that align licensing scope, usage rights, and revenue models with how the platform operates in practice.

We advise on software licensing, enterprise technology agreements, and master services agreements (MSAs), including complex commercial contract negotiation and long-term scalability.

We structure AI contracts, AI services agreements, and model-use terms, including allocation of liability for autonomous outputs and third-party risk.

We define ownership and use rights for training data, prompts, outputs, and model improvements—areas where enterprise value is often created or lost.

We handle technology transactions, custom software development, and co-development agreements, including IP ownership, milestones, and commercialization rights.

We structure IP ownership, licensing rights, and commercialization strategies across software, data, and platform-based businesses.

We draft platform agreements, API terms, and cloud services contracts, including uptime, integration risk, and system dependencies.

We negotiate data ownership, data licensing rights, and privacy provisions, including restrictions on model training and commercial data use.

We structure cybersecurity obligations, incident response terms, audit rights, and compliance with applicable regulatory frameworks.

We mitigate exit risk by addressing the “Data Gravity” inherent in large-scale SaaS and DaaS deployments. Our team negotiates clear terms governing data portability, egress fee caps, and data return latency to ensure your transition support and deletion requirements are technically feasible and economically protected.

We advise on technology agreements involving federal contractors, cybersecurity requirements, and regulatory overlays, including CMMC and related frameworks.

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