SaaS Contracts Under U.S. Law

U.S. customers and U.S. partners expect contract structures that differ significantly from German standards for general terms and conditions: their own service level agreements with clearly quantified availability guarantees, extensive limitations of liability, and notice periods that, in accordance with U.S. practice, are shorter and more unilateral than is customary under German law. The licensing structure itself—whether subscription-based, usage-based pricing, or a reseller model—also has a direct impact on the contractual terms, as each model allocates risks and payment obligations differently.

We draft and review SaaS and license agreements to ensure they are legally sound in the U.S. while also aligning with your existing German contractual framework. We tailor service level agreements, liability clauses, and termination provisions to your specific licensing model—whether it involves direct sales, subscriptions, or reseller business.

There is no uniform federal data protection law in the U.S.: Data protection in the U.S. is largely a matter for the individual states, each with its own state privacy laws and its own systems of fines. The best-known of these is the California Consumer Privacy Act (CCPA), which requires companies with California users to grant them specific rights to access, delete, and object—regardless of whether the company itself is headquartered in the U.S. For SaaS providers with German GDPR processes, this means that their European compliance structure does not automatically cover U.S. requirements.

We determine which U.S. data protection obligations apply to your product and user base, and identify where your GDPR processes need to be supplemented. This results in a data protection framework that is effective in California and other states without requiring you to duplicate your European compliance efforts.

Many software products are based on open-source components whose license terms are interpreted and enforced differently in the United States than in Germany—this applies to copyleft licenses such as the GPL as well as to permissive licenses. Anyone entering into negotiations with U.S. customers or U.S. investors must expect that the license chain will be thoroughly traced as part of a due diligence review—down to the individual component.

We help you review your open-source license chains and identify areas that need improvement before an investor or customer due diligence process begins. This way, you’ll be prepared for the review instead of having to answer questions in the middle of the process.

Direct sales, resellers, and system integrators are the most common distribution channels for software in the U.S.—and each comes with its own contractual requirements: commission structures and exclusivity for resellers; liability and support issues for system integrators; and differing termination and non-compete clauses depending on the distribution channel. A contract that works for direct sales does not automatically apply to a reseller or partner model.

We provide legal support for the establishment of your U.S. sales structure, from the initial partner agreement through ongoing support, and tailor each agreement to the specific sales model.