An agreement can appear reasonable while still transferring significant commercial or legal risk to the supplier. This is particularly common when a larger customer or partner uses its own contract terms, or where the agreement underpins an important transaction, integration or long-term delivery.
Sharp Cookie helps SaaS, software and technology suppliers review and prioritise contractual risks before signing. We combine legal analysis with an understanding of the technology business, delivery model and commercial negotiation.
The review can be carried out as a defined fixed-fee engagement or as the first step before further negotiation support.
The service is designed for agreements that have real significance for the business and where you want a qualified second opinion before accepting the terms or proceeding with negotiations.
This may be relevant where:
We primarily work with B2B agreements where technology, data and commercial risk intersect.
The review is tailored to the agreement, the transaction and your position as supplier. We focus on issues that can have a material impact rather than commenting on every provision for the sake of completeness.
For SaaS, software and technology agreements, this will often include:
Liability and allocation of risk
Limitations of liability, exclusions from liability caps, indemnities, warranties, service credits, penalties and other mechanisms that may create disproportionate or difficult-to-control exposure.
Services and delivery obligations
Scope, service levels, support, dependencies, customer responsibilities, acceptance, change management and the boundary between what the service actually provides and what the contract says the supplier is responsible for.
Intellectual property and licensing
Ownership, licences, customer data, feedback, third-party components, integration rights and restrictions that may affect the product or future transactions.
Data, data protection and security
Personal data, data processing agreements, information security requirements, incident management, audit rights, subcontractors, data location and other requirements that need to work both legally and operationally.
Term, termination and exit
Contract term, termination rights, suspension, consequences of termination, transition arrangements and obligations that survive the agreement.
Commercial position
Pricing and payment mechanisms, change management, customer-specific requirements and contractual terms that may affect margins, scalability or your ability to use the same delivery model for other customers.
Insurance and exposure
We can assess how contractual requirements and the allocation of risk relate to the types of liability that ordinarily need to be managed within the business and identify matters that should be discussed with your insurance broker or insurer.
In an important technology transaction, the relevant question is rarely just whether a provision is legally valid.
The questions may instead be:
We therefore distinguish between issues that should be changed, risks that can reasonably be accepted as a conscious commercial decision and points that should not be allowed to stand in the way of the transaction.
The objective is not a theoretically perfect contract. It is a considered and commercially sustainable contractual position.
The scope is agreed at the outset and tailored to the complexity of the agreement and the stage reached in the negotiation.
A typical contract review may include:
Where required, we can also provide a concise written summary for management, the board or another internal decision-maker.
You do not need to transfer the entire contract process to us.
Sharp Cookie can be engaged to provide an independent second opinion on a specific agreement, a particular risk issue or a contractual position that your organisation has already developed.
This may be useful before an internal go/no-go decision, an important round of negotiations or the signing of an agreement with significant financial or strategic implications.
We can work alongside your management team, in-house legal function, sales organisation, procurement function or existing external advisers.
Sometimes a second opinion is enough. In other transactions, the review identifies a small number of issues that need to be negotiated.
Sharp Cookie can then continue to support your commercial team behind the scenes or take a more active role in the contract negotiation.
We advise technology suppliers in negotiations with larger companies, international customers, public authorities, regions and other organisations with extensive contractual, security, data protection and risk-allocation requirements.
This means that you do not need to start again with a new adviser if a defined contract review develops into a more complex negotiation.
Where the scope can be clearly defined, we normally offer a fixed fee for the review.
The fee will depend on factors such as the length and complexity of the agreement, relevant schedules, the issues to be covered and the type of output required.
Our contract reviews are designed for agreements and transactions where a senior legal and commercial assessment creates clear value. For limited standard agreements or isolated straightforward contract questions, a separate review engagement may therefore not always be the most cost-effective approach.
Send us the agreement or briefly describe:
We will come back to you with a proposed scope, delivery timetable and fee.
