Large customers rarely accept a technology supplier’s standard terms without negotiation. As the deal becomes more important, the contractual requirements often become more extensive – covering liability, service levels, security, data protection, intellectual property, audit rights, business continuity, exit and other customer-specific requirements.
Sharp Cookie supports SaaS, software, cloud and IT suppliers throughout complex customer contract negotiations.
We help you identify the issues that materially affect the transaction, establish a commercially sustainable negotiation position and focus negotiating capital where it matters.
Our lawyers can work behind your commercial or legal team, take responsibility for the contractual workstream or participate directly in negotiations with the customer and its advisers.
The objective is not to win every legal point. It is to get the right deal signed on terms your business can deliver and live with.
Our negotiation support is designed for transactions where the contractual position matters to the business and senior legal and commercial judgement can make a difference.
We are typically brought in when:
We primarily act for suppliers in B2B technology transactions.
Technology contract negotiations are rarely improved by treating every clause as equally important.
A provision may be legally preferable but not justify delaying an important transaction. Another provision that appears technical or standard may create significant exposure if it conflicts with how the service is actually built, secured, licensed or delivered.
We therefore look beyond the wording of the contract.
We consider the commercial value of the transaction, the supplier’s delivery model, the customer’s legitimate requirements, the practical consequences of accepting a particular position and the leverage available in the negotiation.
This allows us to distinguish between:
The result is a negotiation strategy built around the transaction rather than a theoretical ideal contract.
Before negotiating individual clauses, we help establish what the supplier actually needs from the agreement.
Depending on the transaction, this may include identifying:
For complex transactions, this prioritisation can be as important as the drafting itself.
It gives management and the commercial team a clear basis for making decisions as the negotiation develops.
We adapt our role to your organisation and the transaction.
Your sales, management or in-house legal team remains the primary interface with the customer. We review drafts, prepare amendments, advise on responses and help establish positions between negotiation rounds.
We take responsibility for the legal negotiation, coordinate contractual documents and work with the relevant people within your organisation to resolve issues as they arise.
Where appropriate, we join calls and meetings with the customer, its procurement team, lawyers, security specialists or other advisers and negotiate the relevant contractual issues directly.
These approaches can be combined. The appropriate model depends on the transaction, your internal resources and how the customer runs its procurement and contracting process.
Complex technology transactions increasingly involve considerably more than a master agreement.
We regularly work with contractual requirements relating to:
SaaS, software and cloud services
Service descriptions, licence models, permitted use, customer dependencies and the relationship between standard services and customer-specific commitments.
Liability, warranties and indemnities
Liability caps, exclusions, intellectual property claims, data and security exposure, contractual warranties, service credits and other mechanisms allocating risk between the parties.
Service levels and operational requirements
Availability, support, incident management, remedies, business continuity, disaster recovery and operational dependencies.
Data protection
Data processing agreements, controller and processor roles, subprocessors, international transfers, audit requirements and allocation of responsibilities.
Information security
Security schedules, customer security policies, security audits, incident obligations, certifications and customer-specific technical or organisational requirements.
Intellectual property
Ownership, licences, integrations, customer developments, feedback, third-party technology and rights affecting future development or use of the product.
Term, termination and exit
Suspension rights, termination triggers, transition assistance, data return and deletion and other obligations when the relationship ends.
The task is not simply to make each document legally acceptable in isolation. The documents need to work together and reflect what the supplier can actually deliver.
Enterprise customers and organisations operating in regulated sectors often impose requirements that go significantly beyond a supplier’s standard agreement.
This is particularly common in transactions involving financial services, healthcare, public-sector organisations and other customers with extensive procurement, security, data protection or regulatory requirements.
The customer’s requirements may be legitimate without necessarily being appropriate for the particular service or transaction.
We help suppliers distinguish between requirements that need to be accommodated, requirements that can be met in another way and contractual positions that create disproportionate or unnecessary risk.
This is particularly important where accepting one customer’s requirements could affect the supplier’s product architecture, operating model or position in future customer transactions.
Selling technology to the public sector presents an additional challenge. The contractual framework may have been established as part of a procurement process, leaving less room for conventional negotiation.
The relevant question is therefore not simply what the supplier would prefer to change, but what can still be clarified, managed or negotiated within the applicable procurement framework.
Sharp Cookie advises technology suppliers on the interaction between public procurement, technology contracts, data protection, security requirements and commercial risk.
For suppliers specifically targeting Swedish public-sector customers, see our service Selling SaaS and IT Services to the Public Sector.
Not every agreement requires a full negotiation engagement.
If you primarily need an independent assessment before deciding how to proceed, our SaaS & Technology Contract Review provides a defined senior review of the agreement, material risks and recommended negotiation priorities.
If the review identifies issues that need to be negotiated, we can continue with the transaction without requiring you to brief a new adviser.
Conversely, where the transaction is already active and the material issues are clear, we can join directly at the negotiation stage.
Our role does not need to replace your existing legal function.
We regularly work as specialist support where an organisation has its own lawyers or other external advisers but needs additional experience in technology transactions, a second pair of senior eyes or additional capacity for an important deal.
We can work directly with:
The objective is to add the expertise required for the transaction without creating unnecessary layers in the decision-making process.
Contract negotiations are not always predictable at the outset. The scope depends on the customer’s position, the number of negotiation rounds, the contractual documentation and the issues that emerge as the transaction develops.
We therefore agree an appropriate commercial framework for the engagement at the outset.
Depending on the transaction, this may include a defined first phase, an agreed budget or cost ceiling for particular workstreams, or another fee arrangement appropriate to the matter.
Where the engagement begins with a defined contract review, that phase can normally be scoped and priced separately before deciding whether further negotiation support is required.
Our negotiation engagements are primarily intended for transactions where the commercial importance or contractual complexity justifies senior specialist support.
Tell us briefly:
If useful, send us the current contract and relevant schedules at the same time.
We will assess the matter and propose an appropriate way to support the negotiation.
