Customer and subscription agreements
SaaS and subscription terms, order forms, service levels, enterprise master agreements and the redlines that come back from procurement.
TECHNOLOGY TRANSACTIONS
Contracts for the product you ship.
We draft and negotiate the agreements that sit around software, data and content, for companies selling technology and companies buying it. The work ranges from a first set of customer terms to enterprise negotiations and licensing deals.
By Drew Jacobs, Esq. — Founder, Jacobs Counsel LLC
Last reviewed:
Start with a complimentary 15-minute fit-and-intake call with Jamee (no legal advice), or a paid 30-minute attorney strategy session with Drew ($350).
What do you need help with?
Licensing and distribution
Inbound and outbound software licenses, content and data licenses, reseller and referral arrangements, and white-label deals.
Privacy policies, terms of service and data terms
Website and app policies, terms of service, data processing agreements and privacy terms in commercial contracts, coordinated with specialist privacy counsel where a regulated data set calls for it.
Development, services and partnerships
Development and statement-of-work agreements, professional services terms, integration and partnership agreements, and IP ownership between the parties.
AI and platform terms
Terms for products built on third-party models and platforms, usage restrictions, output ownership and the vendor terms that flow through to customers.
The people behind the work
Drew leads the firm's work with growing businesses. Caitlin advises founders on entity formation, corporate governance and private placements. We identify the attorney responsible for your matter when we agree on the engagement.
Andrew R. Jacobs, Esq.Founder & Managing AttorneyDrew founded Jacobs Counsel and advises businesses, athletes, and creators. He is admitted in New York, New Jersey, and Ohio.View profile 
Caitlin HannibalOf CounselCaitlin advises athletes, sports and media companies, and founders. She is admitted in New York and is a WNBPA Certified Player Agent.View profile Technology work inside ongoing outside counsel
Many clients handle this work within an ongoing outside counsel engagement, with an assigned attorney who knows the product and the terms the company already uses. Others start with a defined project, such as a first set of customer terms or a single negotiation.
Scope and fees, agreed in writing
Defined projects
A defined project, such as a first set of customer terms or a single license, may be quoted at a fixed fee. The proposal identifies the documents, negotiation and follow-up included.
Ongoing or evolving matters
Ongoing advice and matters with a changing scope may be hourly, retainer-based or hybrid. The written engagement sets out the work and fees.
Frequently Asked Questions
Can you create our first customer agreement and terms of service?
Yes. We draft customer terms, order forms, terms of service and privacy policies around how your product is sold and used. Tell us how customers buy, what data the product collects and any terms you already use.
Do you negotiate against enterprise procurement teams?
Yes. We review procurement redlines and enterprise master agreements, explain the key terms and negotiate with the customer's team if that work is included in the engagement.
Who owns the IP when a contractor builds part of our product?
It depends on the written agreement. Without a clear assignment, a contractor may keep ownership of what they create. We review or prepare development and contractor agreements so ownership, licenses and confidentiality are set out between the parties.
Can you review a platform or API agreement we have to sign?
Yes. We review the usage restrictions, data terms, output ownership and liability provisions, and explain which terms flow through to your customers. Where the platform will not negotiate, we focus on the risks and how your own customer terms should address them.
Is this work fixed fee or hourly?
A defined project, such as a first set of customer terms, may be quoted at a fixed fee. Ongoing contract work and negotiations with a changing scope may be hourly, retainer-based or hybrid. Scope and fees are agreed in writing before work starts.
Guides and related services
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Contract Red Flags
Spot eight common contract risks and understand the business consequences before you sign.
Let's talk about your next step.
Choose a complimentary 15-minute fit-and-intake call with Jamee (no legal advice) or a paid 30-minute attorney strategy session with Drew ($350).
Prospective client disclaimer: contacting Jacobs Counsel or booking a call does not create an attorney-client relationship. Please do not send confidential information until representation is confirmed in writing.