For those just starting an in-house career at a company with software offerings, the learning curve can be daunting.
Every corporate legal job requires adapting to context, but the software industry definitely has its own quirks. It is fast-moving and filled with high-risk intellectual property and liability choices.
Let us share 12 resources that will get you oriented to the software space. These recommendations come from attorneys at different stages of their career, including a few former Contract Teardown guests.
BOOKS
The Tech Contracts Handbook by David W Tollen
Why we like it:
As contracts veteran Nate Kostelnik put it, David Tollen’s book is a “must-have resource.” Tollen has worked in Silicon Valley for decades and now teaches IT contract drafting at UC Berkeley. His Handbook covers both the basics and the nuances of software licenses, according to Christelle Tékou Mate.
Best for:
Handbooks like this are a great addition to any attorney’s bookshelf, but this one is perfect as a broad introduction to the space. If you are new to a role in technology, start here.
Technology Licensing: A Primer by Heather Meeker
Why we like it:
Attorney Kevin Keller referred to author Heather Meeker as “an OG in the field,” and her Primer is evidence of a thoughtful career. In its fourth edition, the Kindle version of Technology Licensing: A Primer might be the most affordable premium resource on this list. Combine that with comprehensiveness and your learning dollar will go far.
Best for:
In her intro, Meeker says this guide is targeted to practicing attorneys. If you have actual contracts to negotiate rather than an interest in theory, the Primer is a good option.
The Practical Guide to Software Licensing and Cloud Computing by H Ward Classen
Why we like it:
Because Classen uses a model agreement to argue both for buyer and seller, this Guide adds perspective. So much legal training generalizes away from advocacy of a client’s position but that is fundamental to your new role. Classen’s approach brings an appropriate respect for each side’s interests.
Best for:
An Amazon reviewer summarized, “If you’re a novice or just need the rationale to support your position in a contract negotiation, this may be the right text for you.” That is a fair assessment.
Related: Contract Essentials for Lawyers Advising Startups (ebook)
COURSES AND COMMUNITIES
SaaS Licensing Workshop from Law Insider
Why we like it:
Darlene Tonelli has wrestled with a number of big deals in the technology, media, and entertainment space. As founder of Inter Alia Law, she and her team have developed processes for these deals that are efficient and risk-conscious. If you want to develop a playbook for your company’s SaaS contracts, we can’t think of a better opportunity than this workshop.
Best for:
This workshop is targeted to in-house counsel drafting their company’s outbound vendor contracts. Darlene will share her experience from that perspective, as the seller of technology, which also provides perspective to lawyers on the buyer side. Attend if you want to learn more about developing your IP- and service-heavy agreements.
Register here to reserve your seat.
How to Redline Indemnification and Limitation of Liability Clauses for Tech Transactions from Lexion
Why we like it:
The team at Lexion has created several on-demand courses for in-house counsel, and this program on tech transactions is incredibly useful. CLO Jessica Nguyen chatted with Vi Duong, VP of Legal at Adswerve, to share practical guidance on negotiating contract points.
Best for:
Risk allocation in software deals is of particular interest. If you’ve done a few deals but want to get better at negotiating risk-related terms, this is a handy course.
Contract Fundamentals from Praktio
Why we like it:
You might know Praktio if you’ve worked in a firm environment and seen their excellent workshops, but don’t miss their online learning opportunities. The Fundamentals course gets into the clauses you’re most nervous about but within the context of a whole contract.
Best for:
New attorneys and new-to-in-house should peruse the entire Praktio library, but you’ll especially enjoy the Contract Fundamentals course.
ContractsCon Local from How to Contract
Why we like it:
So many lawyers at software companies are solo members of the legal department, and that can be lonely. Laura Frederick and the team at How to Contract are taking their skill-focused training local so more attorneys can get together and learn. Their upcoming program on cloud service agreements in New York is a great way to gain insight from peers and feel a little more connected.
Best for:
Although events allow mingling among professionals at different levels, these gatherings might best serve you if you’ve been in the trenches for a bit.
Deep Dives from In-House Connect
Why we like it:
If live events are hard to get to or feel too infrequent, try an online community like In-House Connect. They organize CLE trainings and local meetups for in-house counsel. Their Deep Dives series includes training on intellectual property protections, NDAs, and open source software.
Best for:
With a list of targeted practice groups, you might find a place to connect and learn no matter where you are in your career.
Related: How to Negotiate Cybersecurity Contract Provisions (webinar)
BLOGS AND NEWSLETTERS
Mastering Commercial Contracts by Foster Sayers
Why we like it:
This LinkedIn newsletter from Foster Sayers is often humorous and always helpful. Sayers digs into the details without veering off into the academic. His summaries of relevant contract issues are concise and well-organized. For a weekly dose of contract wisdom, subscribe using LinkedIn’s newsletter feature.
Best for:
This is another resource that could be useful for new entrants into practice, but it’s hard to know how relieving Sayers’s insights are until you know the pain of too many contract negotiations. Look to this newsletter once you’ve got a few redlining bruises.
Technology Agreements from Contract Nerds
Why we like it:
Contract Nerds is a platform where practitioners and thinkers can wax wise about contracts. Their series on Technology Agreements shares nerdy insights from lawyers with a diverse set of backgrounds. From SLAs to APIs to tax considerations we rarely consider, this blog feed is worthy of a weekend.
Best for:
If you want to pique your interest before diving deep in the comprehensive books and courses mentioned above, visit this blog series. It will help you hone your instincts and see the red flags you’ll need to look up later.
Related: How ChatGPT Changes the Goals of OpenAI’s Terms of Service (Teardown episode)
TOOLS AND TECHNOLOGIES
Contract Market Data from TermScout
Why we like it:
Much of contract negotiation is knowing what’s normal and what’s not. This is especially true in software contracting where deals fly fast and liabilities are often overlooked. As Teardown veteran Lynden Renwick pointed out, TermScout can “offer guidance as to which terms/templates favor the provider or the procurer.” Using the Contract Market Data tools at TermScout will help you recognize which clauses need more scrutiny.
Best for:
If you work for a very small startup, negotiating leverage can be hard to come by. But for more established players, knowing market norms can give you a leg up in your redlining back-and-forth.
Clause Library from Law Insider
Why we like it:
Teardown veteran and IP lawyer Akash Kashyap said he tends “to rely on Law Insider samples” and “a body of contracts that I have worked on for the past 6 odd years.” Developing your personal library of go-to contracts is important for any transactions attorney, but especially in the technology space. Law Insider excels as a contract research and library-building tool. By comparing real-world contracts and clauses, you can deepen your understanding of the specific language and provisions commonly used in software and SaaS contracts. That practical exposure can complement the theoretical knowledge gained from other resources mentioned above.
Best for:
Anyone interested in real-life contracts can learn from other agreements, but Law Insider is especially useful if you’re building a library of terms. Link up the new Microsoft Word add-in and explore clauses that complement your draft document.
Tags: NDA, MSA, saas contracts, software contracts, SLA, technology, in house counsel