Contracts built for Technology Companies

Common questions from technology companies

What should a SaaS agreement cover beyond pricing?

A solid SaaS agreement addresses data ownership and portability (customers must be able to export their data), service level commitments with measurable uptime guarantees, data processing and security obligations (especially if you handle PII), acceptable use policies, liability caps, and clear terms around subscription changes, cancellation, and refunds. If you serve enterprise customers, expect requests for custom SLA addendums and data processing agreements.

Why do tech startups need IP assignment agreements?

Without a signed IP assignment, contractors and even co-founders may retain ownership of the code they wrote. This creates serious problems during fundraising — investors and acquirers require clean IP ownership as part of due diligence. Every person who contributed code, designs, or inventions should sign an IP assignment that transfers all rights to the company, with a clear list of any prior inventions they want to exclude.

How do I protect my source code when hiring contractors?

Use a combination of an NDA (to protect what they see), an IP assignment (to ensure you own what they build), and clear access controls in your development agreement. The contract should specify that all code is work-for-hire, require contractors to use your version control and security practices, and include a clause requiring return or deletion of all code and credentials upon project completion.

What SLA uptime guarantee should I offer in my SaaS agreement?

Industry standard for SaaS is 99.9% uptime (about 8.7 hours of downtime per year). Enterprise customers often expect 99.95% or higher. Your SLA should define how uptime is measured (excluding scheduled maintenance), what constitutes a breach, the remedy (typically service credits — 5-10% of monthly fees per percentage point below target), and how customers report and escalate outages. Avoid offering financial credits that exceed the monthly subscription fee.

Do I need a Data Processing Agreement (DPA) for my SaaS product?

If your SaaS product processes personal data on behalf of customers — which most do — you need a DPA to comply with GDPR, CCPA, and similar regulations. The DPA should cover what data you process and why, subprocessor disclosure, data breach notification timelines, data deletion procedures when the contract ends, and cross-border transfer mechanisms. Many enterprise buyers won't sign a SaaS agreement without an accompanying DPA.

How should software development milestones be structured?

Break the project into clear phases with measurable deliverables — typically discovery, design, development, testing, and launch. Each milestone should have defined acceptance criteria that both parties agree to upfront. Tie payment to milestone completion rather than time elapsed. Include a review period (typically 5-10 business days) after each deliverable, and specify what happens if acceptance criteria aren't met — usually a defined revision process before the client can reject the milestone.

What's the difference between a technology NDA and a standard NDA?

Technology NDAs need to address concerns that standard NDAs don't cover — source code protection, algorithm confidentiality, product roadmap secrecy, API documentation, and infrastructure architecture details. They should also cover reverse engineering prohibitions, restrictions on competitive use of technical knowledge gained, and specific handling of code repositories, development environments, and access credentials. The definition of 'confidential information' should be broad enough to cover technical assets that may not fit neatly into traditional categories.

How do open-source obligations affect technology contracts?

If your developers use open-source libraries, the licenses attached to those libraries can affect your IP rights. Copyleft licenses (GPL, AGPL) may require you to release derivative works under the same license. Your development agreement should require contractors to disclose all open-source components used, ensure compatibility with your licensing strategy, and represent that no copyleft code was introduced without prior approval. This is especially critical for SaaS companies preparing for acquisition.