Technology & Data

Subscription agreements, terms of service, and customer contracts for cloud software — vendor-side and customer-side.

The terms customers accept at signup cover scope of the subscription, payment and renewal, acceptable use, uptime commitments, and what happens to the data when someone cancels. When a large customer sends the contract back marked up, Turley Law runs the negotiation: liability caps, security addenda, audit rights, and the procurement questionnaire that arrives with them.

A limitation of liability caps what a customer can recover. Indemnification decides who defends a third-party claim. Both get read closely the one time they matter, so they get drafted that way. Data terms sit alongside them — processing addenda, subprocessor lists, breach-notification windows, and the security commitments enterprise buyers now expect in writing before their legal team will sign.

Self-serve and enterprise usually need separate paper. Self-serve customers accept standing terms online with no negotiation, so those terms have to be clear enough to enforce as written. Enterprise customers negotiate, which means an order form for the commercial terms and a master agreement for everything else.

A SaaS agreement is the only document that governs every customer relationship at once. A drafting problem is never a one-customer problem.

Deliverables: a subscription agreement covering term, renewal, suspension and termination · service levels you can actually meet, with a remedy attached · data terms covering ownership, processing, security, and exit · a liability position pairing a cap with a consequential-damages exclusion.

How it is priced: drafting is scoped and quoted up front. Negotiation is hourly, because the other side controls how many rounds it takes.

License agreements, EULAs, and open-source compliance across perpetual, subscription, and hybrid models.

A license grants specific rights and keeps everything else. Vague grants get read against the company that wrote them, and the reading happens at the worst possible moment — during an acquisition, or when a customer decides the license covered more than it did.

The starting point is the product and the model: perpetual, subscription, on-premise, embedded, or some combination. That decides which document is needed and how the grant clause has to be written. The model also shapes support obligations and what a customer keeps if the relationship ends, so choosing one is a business decision with legal consequences.

Open-source review is its own exercise: which licenses are in the codebase and what each requires, answered before a diligence request or a customer questionnaire asks the same question. Permissive licenses generally require attribution and little else. Copyleft can require distributing source for derivative works, and whether that applies depends on how the code was used, not merely that it was used.

Source-code escrow comes up when enterprise customers depend on software from a small vendor. What triggers release, what gets deposited, and how often it is updated are all negotiable, and a poorly scoped escrow gives the customer less protection than they think.

Deliverables: a license grant scoped to what is actually being sold · restrictions, audit rights, and what happens on over-deployment · open-source and third-party component terms addressed rather than ignored · escrow where the customer requires it.

Also handled: buy-side review — what your company is actually permitted to do with software it has licensed · IP licensing and ownership questions on the IP pillar.

Master service agreements for large customers and vendors, with negotiated terms, security exhibits, and order-form structures.

The structure is the point. Standing terms — liability, IP ownership, confidentiality, termination — live in one place and get agreed once. Commercial terms live in a two-page order form or SOW underneath. Built that way, adding the next project takes a signature instead of another legal review.

For companies selling into enterprise accounts, the goal is a master agreement that clears procurement without a three-month detour, plus an order form the sales team can actually use. For companies buying, the goal is the opposite: reading the vendor’s paper closely enough to know what has been agreed.

Whoever drafts sets the defaults, and defaults survive negotiation more often than not. That is the argument for having your own paper ready before a deal is live rather than reacting to someone else’s.

Security and compliance exhibits arrive with enterprise procurement and most of what is in them is standard. The parts worth negotiating are the ones committing the company to something it cannot actually do — audit rights, notification windows, and uncapped indemnities for data incidents are the usual three.

An MSA earns its place when there will be more than one project with the same counterparty. For a single engagement, one well-drafted agreement is simpler and cheaper.

Deliverables: a master agreement that sets the rules once, with SOWs underneath · redlines against the customer’s paper with the three real issues identified · security, audit and insurance terms reviewed before they are agreed · a negotiation position on what is market, what is not, and what is worth trading.

Also handled: redline-by-redline negotiation with the other side’s counsel or procurement team · turning a repeatedly signed agreement into a template the company runs itself · general commercial contracts on the business pillar.

Privacy policies, terms of service, data processing agreements, and compliance guidance.

A policy that does not match your practices is worse than none — it is a written admission. Regulators and plaintiffs read the policy first and compare it to the product second. A policy copied from another company describes that company’s data practices, which makes every gap between the two a documented misstatement.

So the work starts with what the product actually does: what gets collected, where it is stored, which vendors touch it, and who the users are. That determines which laws apply, and it is usually a shorter list than founders expect. Connecticut’s Data Privacy Act, other state privacy laws, and the GDPR where there are EU users — which follows the users, not the company.

Data processing agreements govern personal data moving between two companies: who decides how it is used, who handles it, and what each side owes on security and breach notice. Any company sending personal data to vendors or receiving it from customers will be asked for one.

Incident preparedness is the part done in advance. Breach-notification obligations turn on what data was involved and where the affected people live, and several states set deadlines measured in days. What gets said in a notice is itself evidence, which is why the plan exists before it is needed.

Deliverables: a privacy policy describing what the business actually does with data · data processing terms for the contracts that need them · a record of what you collect, where it goes, and who else touches it · a workable answer for the security questionnaire before it arrives.

Also handled: clickwrap and browsewrap acceptance mechanics · API and integration agreements governing how systems connect · vendor, procurement, and reseller contracts.

Business legal audit — one written pass across the agreements already in force, the privacy position, open-source exposure, and IP ownership, reporting what needs fixing and in what order. Usually run before a raise, a sale, or a first enterprise deal.

Outside general counsel — an ongoing relationship on a monthly retainer rather than discrete projects, which is how most companies handle a steady flow of customer redlines, security questionnaires, and vendor paper.