Software houses · IT services · dev agencies
Their paper. Your terms.
You build software for enterprise clients in Germany, the UK, the Nordics and the US. Every new client arrives with a 40-page MSA on their template, a DPA, a security addendum — and a deadline. We turn it into a contract you can sign, without hiring a lawyer you cannot yet afford.
9.1Supplier’s aggregate liability shall be unlimited in respect of any breach of this Agreement. Client’s liability shall not exceed the fees paid in the preceding month.Each party’s aggregate liability under this Agreement shall be limited to the fees paid or payable in the twelve (12) months preceding the claim, save for liability that cannot be limited by law.
One asymmetry, repeated in every template
Enterprise procurement sends paper drafted to protect the buyer. That is their job. Nobody on your side reads clause 9 until something has already gone wrong, and by then the number in it is the number.
Our redline is not a list of objections. It is the version they can sign, with the market position on every clause that carries money, and a one-page note telling you what we conceded and why.
What lands in your inbox
Five documents, one deal, and every one of them was written by their lawyers.
Enterprise procurement does not negotiate from your template. It sends its own, and the clock starts when it lands.
Master services agreement
30–50 pages under English, German, Dutch or New York law. Liability, IP, warranties, termination, audit rights. This is where the money is decided.
Statement of work
Scope, acceptance, milestones, change control. Vague acceptance criteria are how fixed-price projects lose money.
Data processing agreement
You are their processor under GDPR the moment you touch their data. Sub-processors, transfers, audit, deletion. Their AVV is 30 pages and non-negotiable — except where it is.
Security addendum
ISO 27001 clauses, pen-test rights, incident notification in 24 hours. Half of it you already do; the other half needs a careful “we will by Q2”.
NDA
Before any of the above. Same day, no drama, but watch the residuals clause and the term.
Where the deal is won
The six clauses that decide whether an outsourcing contract makes money.
We have redlined hundreds of these. The same six clauses come up every time, and the same market positions close them.
| Clause | Their opening | Market position | Why it matters |
|---|---|---|---|
| Intellectual property | Everything Supplier creates belongs to Client, including pre-existing materials | Deliverables assigned on payment; Supplier keeps tools, libraries, know-how; Client gets a licence | Otherwise you assign the framework you use for every client |
| Liability cap | Supplier unlimited, Client one month of fees | Mutual cap at 12 months’ fees; carve-outs only where the law requires | A €240k contract with unlimited liability is not a €240k contract |
| Non-solicitation | Client may hire your developers freely | 12–24 months, mutual, written-consent exception | Your team is the product |
| Payment terms | 90 days from invoice, disputed invoices withheld in full | 30 days, undisputed portion paid, late-payment interest under EU Directive 2011/7 | Cash flow for a 60-person shop |
| Acceptance | Deemed accepted only on written sign-off, unlimited rework | Acceptance criteria in the SOW, deemed acceptance after 10 business days, one rework round | Where fixed-price projects die |
| Termination for convenience | Client terminates on 30 days’ notice, no fee | Notice period matched to project phase, work-in-progress paid, transition assistance priced | You planned headcount around this contract |
The desk, week to week
One Slack channel, one lawyer, one invoice.
- Send the paperTheir MSA, SOW, DPA — whatever arrived. Secure upload or the shared Slack channel. Tell us the deadline and what you cannot live without.
- Redline in 48 hoursA marked-up version with a one-page note: what we changed, why, what we would accept as a fallback. Signed off by a senior lawyer.
- We negotiateWe talk to their legal team directly, in your name and with your instructions. Two rounds is typical. You approve every position.
- SignedExecution version, a short summary of what you agreed to, and the obligations calendar (renewal dates, notice periods, SLA reporting) so nothing surprises you in month eleven.
What it costs
Per document, or a desk.
Most software houses start with one MSA and move to a desk after the second client.
One MSA, review + negotiation
€890–2,990
Contract Desk
from €1,900/mo
Legal Desk
from €3,900/mo
Prices in EUR, exclusive of VAT. Reverse-charge applies to EU businesses with a VAT number.
Whose law is it anyway
English law, German law, Polish law — same desk, same team.
Most enterprise MSAs sent to CEE software houses are governed by English law, the law of the client’s country, or — for US clients — New York or Delaware law. Commercial contracts under English, Estonian, Polish and EU law are handled by our team directly.
Every matter is handled by Icon.Partners’ own lawyers. The team is qualified across English, Estonian, Polish and EU law, and Icon.Partners has locally admitted lawyers on staff in the jurisdictions our clients sell into — including Germany, Austria, the Netherlands, France and the UK. When a contract is governed by the law of a specific country, the review is done by our lawyer admitted there. We do not refer work out and no third-party firm is involved in your matters.
Your own paper
The contracts you send, not just the ones you receive.
A software house is a two-sided contract business: enterprise clients on one side, freelancers and subcontractors on the other. If your client’s MSA says “all IP assigned to Client” and your subcontractor agreement says nothing about IP, you have promised something you do not own.
We align both sides — subcontractor agreements under Polish, Estonian or English law, with IP assignment, confidentiality and non-solicit that actually match what you signed upstream.
Questions
The ones software houses ask first.
We already have a template MSA. Can you just use ours?
Yes — and when the client insists on theirs, which is most of the time, we negotiate from theirs. We will also review your template once and tell you what a German procurement team will strike on sight.
Our client is in the US. Is that a problem?
No. US-law contracts with CEE software houses are common and the negotiation points are the same. Where a point turns on the law of a specific US state, our team includes lawyers who work with US-law contracts daily; we will tell you if something needs a US-admitted opinion and what it costs before anything happens.
How many contracts is “routine volume”?
The normal flow of a company your size — for most software houses, three to fifteen documents a month across MSAs, SOWs, NDAs and DPAs. If your volume changes for good, we adjust the tier for the following month and agree it with you first.
Can you sit on the call with their legal team?
Yes. That is the part of the service that closes deals. We join with your instructions, in your name, and you approve every position before it goes out.
We are 25 people. Is a desk too much for us?
Probably, until you have a second enterprise client. Start per document: one MSA at €890–2,990 with negotiation to signature. When the second one lands, the desk pays for itself in the first month.
Our client’s procurement says the MSA is “non-negotiable”.
It rarely is. “Non-negotiable” usually means “nobody has pushed back with a market position and a reason”. We send both. In our experience a German or UK enterprise procurement team accepts a mutual liability cap, an IP carve-out and a non-solicit clause when they are framed as standard — because they are.
Next step
Send us the MSA that just arrived.
Marked up and explained in twenty minutes. No cost, no obligation.