Contract Nerds

Are you prepared to negotiate a high volume of DPAs? Is your DPA template complete and updated? Join us for expert-led training on the ins and outs of Data Privacy Agreements (DPAs). Contract Nerds presents another FREE CLE/webinar on Thursday, August 15th, 2024 at 9am PT/12pm ET/4pm GMT on "How to Draft, Review, and Negotiate Data Privacy Agreements (DPAs)" with: 🔹 Jerry Levine, General Counsel & Chief Evangelist at ContractPodAi 🔹 Amy Guzman, General Counsel & Privacy Officer at SOCi 🔹 Nada Alnajafi, Sr. Corporate Counsel, Franklin Templeton | Founder of Contract Nerds REGISTER HERE >> https://lnkd.in/gdWK9g2H #contractnerds #contracts #dataprivacyagreements #dataprivacy #CLE #freewebinar #contractsprofessionals #contractslawyer

Taxes – and tax implications- hide in plain sight throughout SaaS agreements. 🫣 😶🌫️ 🌝 States, eager to replenish their coffers, are doing their darndest to convert SaaS products into taxable, electronically-delivered software. In the interest of arming contract negotiators with knowledge, the thrust of this article will highlight some key provisions auditors hone in on. We’ll focus our review on the Salesforce Main Services Agreement (the “Agreement”). 🔸 How Does Salesforce Describe Itself? The duty to pay taxes is a matter of state law, not a contractual obligation. A SaaS vendor who has nexus (e.g., a strong enough connection) with a state is required to collect any applicable taxes and pay those collected taxes over to the state, regardless of what its services agreements states. 🔸 What About a Bundled Software and Service? This suggestion is bolstered by two other references. First, Section 3.4 prohibits “licens[ing]” or “sublicense[ing]” Salesforce’s services. Auditors often assume that only software (not services) can be licensed. Second, Section 6.3 refers to “program code created by or for” a customer–signaling software. 🔸 Hybrid SaaS: Multi-state Taxes for Multi-state Users Agreement terms that govern usage present both challenges and opportunities. Jamie Szal, State and Local Tax Attorney, shares more about how both vendors and their clients should be on the alert for the common traps for the unwary, and for the potential opportunities to minimize their tax liabilities. READ THE ARTICLE >> https://lnkd.in/eMur8jp4 #contractnerds #saas #saasagreement #taxablesoftware #nontaxableservice #inhousecounsel

FREE DOWNLOAD ALERT 🔔 Contract negotiations can be frustrating or nerve-wracking when you don’t have a winning strategy or customized approach. This 12-page guide is a companion to our on-demand webinar recording on Getting to “Yes” in Contract Negotiations presented by Contract Nerds on June 13, 2024 with: Olga V. Mack, GenAI Editor, law.MIT Computational Law Report Laura Frederick, Founder of How to Contract & ContractsCon Heather Stevenson, General Counsel, Red Cell Partners Nada Alnajafi, Sr. Corporate Counsel, Franklin Templeton | Founder, Contract Nerds Inside the guide: ✅ Top 3 negotiation tips from each of the four experts ✅ Q&A with our experts on how to get a counterparty to change a "no" to a "yes" ✅ Access to other free resources on contract negotiation skills ACCESS FREE GUIDE >> https://lnkd.in/eS8jN-UW #contractnerds #contractnegotiation #contracts #freeguide #CLE #legaleducation #contractsprofessionals #contractslawyer

We’ve all been there: what started as a clean document soon became a frustrating, mind-bending rainbow of redlines. 🤯😳🌈📈 No matter if you are a lawyer, a paralegal, or any contracts professional, never underestimate the power of an issues list, particularly with complex negotiations. An issues list is a document that shows open issues in a contract and is often used with complex contracts and negotiations. It has two main objectives: 1️⃣ Helping your internal stakeholders understand and comment upon the business and legal issues Simply sending the contract to the internal stakeholder from whom you need input will inevitably lead to a response along the lines of “Help me understand this before I comment.” Get ahead of this. Instead, send them the agreement with an issues list. 2️⃣ Moving negotiations forward with your counterparty Like your internal stakeholders, your counterparty will appreciate any clarity and efficiency to the negotiation process. Instead of solely relying on redline turns back and forth where the internal comments build on top of each other over time, an issues list can help you keep track of the open items. Jack Terschluse, Corporate Counsel and Head of Procurement, shares more about the power of an issues list and provides a simple template for either your internal teams or the counterparty that you can download for free. READ THE ARTICLE >> https://lnkd.in/eJC5smFz #contractnerds #contractnegotiation #issueslist #contractsprofessionals #legalops

Understanding the key differences between Professional Services Software, Licensing, and SaaS Agreements will help you more accurately draft your business agreements and negotiate their terms to your advantage. 💻 ✅ ⏩ ⏩ ⏩ Christi Disparte, Senior Commercial Counsel, shares more on the different types of services agreements our website! READ THE ARTICLE >> https://lnkd.in/ecCtY2RZ #contractnerds #professioalservices #softwarelicensing #SaaSagreements

Traditional Software License Agreement ➡ SaaS Agreement This article explores how a SaaS vendor or customer can adapt a traditional software license agreement for a Software-as-a-Service (SaaS) offering.  1. Right to Access vs. License Emphasizing the shift from ‘license’ to ‘access’ is important in SaaS agreements. 2. Service Level Agreements (SLAs) SaaS, as the name suggests, is a service. Hence the contract should specify the service performance commitments. 3. Data Management Traditional software licenses typically don’t have extensive data management clauses as the data resides on the customer’s own infrastructure. 4. Payment Terms Traditional software licenses often involve a term or perpetual license with an upfront fee for licensing the entire software package. 5. Suspension Rights SaaS providers often reserve the right to suspend service under specific circumstances, such as non-payment by the customer or security breaches that threaten the integrity of the service. 6. Online SaaS Terms & Updates SaaS providers continuously update and enhance their software. Subscribers automatically receive the latest features, security patches, and improvements. 7. Risk Related Clauses SaaS services present a unique set of risks that are often higher risk than a software license because of the cloud component. Aneed C., General Counsel, shares key adjustments you can make to transform your traditional software license agreement into a robust SaaS contract on our website! READ THE ARTICLE >> https://lnkd.in/gRu5wYv2 #contractnerds #SaaS #softwarelicensing #softwarelicenseagreement #quickreferenceguide #generalcounsel #software #contractsprofessionals

Using Bloomberg Law Contract Solutions, VetCor reduced the time spent on contract review, drafting, and negotiation. See how they leverage:   🧠 AI-powered clause analysis to quickly identify and incorporate preferred language to ensure favorable terms.   📄 Comprehensive clause libraries and sample documents to ensure consistency and legal accuracy across all contracts.  📝 Draft comparison tools to highlight changes instantly, making revisions clear and manageable.  ✅ Automated definition extraction and issue spotting to fast-track review and eliminate errors. See how Bloomberg Law solves your workflow challenges. https://lnkd.in/gskiYyky #legaltech #contractmanagement #CMSguide #clm #legalops  #sponsored by Bloomberg Law

This just in! 🎉 Contract Nerds presents another FREE CLE/webinar on Thursday, August 15th, 2024 at 9am PT/12pm ET/4pm GMT on "How to Draft, Review, and Negotiate Data Privacy Agreements (DPAs)" with: 🔹 Presenter, Jerry Levine, General Counsel & Chief Evangelist at ContractPodAi 🔹Co-Presenter, Amy Guzman, General Counsel & Privacy Officer at SOCi 🔹 Host, Nada Alnajafi, Sr. Corporate Counsel, Franklin Templeton | Founder of Contract Nerds Most of us had to learn about Data Privacy Agreements (DPAs) on the job when they first surfaced ~ 10 years ago. Now, DPAs are a common part of every commercial and technology transaction. Are you prepared to negotiate a high volume of DPAs? Is your DPA template complete and updated? Join us for expert-led training on the ins and outs of Data Privacy Agreements (DPAs). REGISTER TODAY >> https://lnkd.in/gdWK9g2H #sponsored by ContractPodAi #contractnerds #contractnegotiation #dataprivacy #dataprivacyagreements #inhousecounsel #contractsprofessionals #freewebinar #CLE #register #contracts

Most of us had to learn about Data Privacy Agreements (DPAs) on the job when they first surfaced ~ 10 years ago. Now, DPAs are a common part of every commercial and technology transaction. Are you prepared to negotiate a high volume of DPAs? Is your DPA template complete and updated? Join us for expert-led training on the ins and outs of Data Privacy Agreements (DPAs) with Jerry Levine and Amy Guzman. Plus all registrants will get a free DPA Checklist! REGISTER HERE: https://lnkd.in/gdWK9g2H #dataprivacy #gdpr #dpa #dataprivacyoffice #dataprivacyofficer #commercialcontracts #freecle

We get it - modernizing your contract management process can be overwhelming. Here are six manageable steps to get you on the right track. 1️⃣ Map Out Current Process Create a process map of your current contract management process to identify your baseline issues, gaps, and inefficiencies. You can use post-it notes, a whiteboard, paper, or a fancy process mapping tool. 2️⃣ Reassign Tasks Review the distribution of roles and responsibilities on your team. Re-assign tasks to the correct department or individual to improve workflow efficiencies. 3️⃣ Refine Workflows You might have several different workflows to address a particular contract type or contract value. Refine your workflows and create a process map for each unique scenario. 4️⃣ Build Template Library The more templates you have at your fingertips, the less time you will need to spend customizing standard contracts and negotiating the same clauses over and over again. 5️⃣ Create Intake Form Now that you have a better understanding of your current contract management process, and even made some substantial improvements to it yourself, you should have some ideas about how to improve (or create) your intake form. 6️⃣ Source & Implement Contract Management Tool Sourcing and implementing a contract management tool is the ultimate and last step towards creating a modern contract management process. READ THE ARTICLE >> https://lnkd.in/djm4R9j #contractnerds #inhouselegal #contractmanagement #legaltech #clm #legaldepartment #contractreviewprocess #efficiency