Guides
US commercial contracts, explained by people who negotiate them.
Practical guides to the documents a US B2B software company signs most — and to the cross-border paper that follows once it sells abroad. Written for founders, sales leaders and first legal hires by people who negotiate these documents for a living.
Their paper
Their paperThe MSA from your German enterprise client: what to push back onForty pages, their template, German or English law, signed by Friday. The six clauses that matter and the positions that close.9 min readNegotiationSigning on the customer’s paper: when to accept, what to changeHow a software vendor should approach a customer’s contract template: when to accept it, the clauses that must change, and how to keep the process fast.7 min readProcessA contract redline checklist for B2B softwareA practical pre-signature checklist for B2B software contracts: the commercial terms, the risk clauses, the operational terms and the drafting defects to catch.7 min read
The clauses
The clausesIP assignment in outsourcing contracts: what you can give away and what you cannotWhat the client actually needs, how to carve out pre-existing materials, why assignment should follow payment, and moral rights in the EU.8 min readThe clausesNon-solicitation and non-compete in IT services contracts across the EUClient-side non-solicit, contractor-side non-compete, and the compensation rules that decide enforceability in Poland, Estonia and Germany.8 min readSaaS contractsLimitation of liability in SaaS contracts: caps, carve-outs and super-capsHow liability caps work, the exclusions, the carve-outs customers ask for, super-caps for data incidents, and § 309 BGB under German law.9 min readSaaS contractsMSA vs SaaS agreement: which one you actually needThe difference between a master services agreement and a SaaS agreement, and when a framework-plus-order-form structure pays off.6 min read
Data and security
Data and securityThe DPA when you are the processor: what to accept from an enterprise clientWhat GDPR Art. 28 fixes and what is actually negotiable: sub-processors, audit mechanics, the liability link to the MSA cap, and the TOMs annex.9 min readData and securityStandard Contractual Clauses and the UK Addendum for EU vendors with non-EU subcontractorsWhen a transfer happens, which SCC module applies, a proportionate transfer impact assessment, and what enterprise clients actually check.8 min readData and securitySecurity addenda: what enterprise buyers ask for and what to agree toHow to handle enterprise security addenda and questionnaires: which commitments are standard, which are traps, and how to answer without over-promising.7 min read
Your own paper
On these guides
They are general information, not legal advice, and they do not account for your circumstances or your jurisdiction. If something here is wrong or out of date, tell us and we will fix it.
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