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Drafting and Negotiating SaaS Agreements

Online Class material is 100% online, accessible by all standard web browsers. Use your desktop, laptop, tablet, or smartphone--your progress will by synced across all devices.
On-Demand The class is fully asynchronous. Do the work at your own pace, turn in your assignment when you're ready, and get instant feedback via model answers and video review sessions.
Interactive Learn with dynamic, interactive modules that keep you engaged in active learning using a variety of learning modes.
Experiential Includes practical assessments throughout the class, plus a capstone assignment where you apply your skills in the context of a real-world matter.

Class Content


This course is designed to introduce students to Software as a Service (SaaS) agreements and their key provisions. Using sample language, participants will learn how to draft and negotiate key SaaS agreement terms from the perspective of both the SaaS provider and the SaaS subscriber. The course will begin by explaining when SaaS agreements are used and will identify how SaaS agreements differ in business-to-business (B2B) and business-to-consumer (B2C) contexts. It will then highlight in more detail the key provisions one can expect to find in every SaaS, offering practical drafting and negotiating tips, as well as sample language along the way. Participants will then learn about service level agreements (SLAs), which accompany most major SaaS agreements, including technical performance metrics to consider, along with the consequences of failure. Finally, the course will briefly introduce the impact of the current global privacy and data security regulatory landscape on SaaS agreements.


Upon completion of this course, participants will be able to:

  • Introduction to SaaS Agreements
    • What Is a SaaS Agreement?
    • How Do SaaS Agreements Differ in Business-to-Business (B2B) and Business-to-Consumer (B2C) Arrangements?
  • The Core Sections of a SaaS Agreement
    • What Are the Core Sections of a SaaS Agreement?
    • What Is the Scope of Services in SaaS Agreements?
    • What Are Usage Restrictions in SaaS Agreements?
    • What Are Pricing and Subscription Models in SaaS Agreements?
    • What Are the Costs and Benefits of Auto-Renewal Provisions?
    • What Are Additional Sources of Revenue in SaaS Agreements?
    • Who Owns Data and Feedback Rights in SaaS Agreements?
  • Other Provisions in SaaS Agreements
    • What Are Representations and Warranties in SaaS Agreements, and Why Do We Use Them?
    • What Are Typical Warranties in SaaS Agreements?
    • What Are Typical Indemnities in SaaS Agreements?
    • How Can Each Party Limit Its Liability in SaaS Agreements?
  • Terminating a SaaS Agreement
    • Why Might a Subscriber Terminate a SaaS Agreement?
    • Why Might a SaaS Provider Terminate a SaaS Agreement? 
    • What Is Included in the Effect of Termination Section in SaaS Agreements?
  • Service Level Agreements in SaaS Agreements
    • What Are Service Level Agreements? 
    • What Are the Key Performance Metrics Found in Service Level Agreements?
  • Data Security and Privacy Compliance in SaaS Agreements
    • What Do We Mean by Data Security and Privacy?
    • How Should the Parties Approach Data Security in SaaS Agreements?
    • Which Domestic Privacy Rights Are Relevant to SaaS Agreements?
    • What Is the Impact of International Privacy Law on US-Based SaaS Providers?

Simulation Exercise

Participants will be asked to review and propose revisions to a SaaS agreement based on a set of facts relating to a hypothetical client’s goals and concerns. Participants will be asked to focus on six specific concerns and identify and explain for each: (1) the relevant provision(s); (2) any revisions, deletions, or additions the participant would make to the identified provisions; (3) any additional information needed to fully respond; and (4) any other conforming edits or additional documents needed to ensure the client is adequately protected.

CLE Credit

2 CLE Credits is available for each course.


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Step 1: Learn

Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.

Step 2: Do

Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.

Step 3: Review

Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.

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