Technology transactions live or die on the details of IP ownership, license scope, data rights, and the commercial terms underneath them. The firm's founding partner built software before practicing law, so we read these deals the way an engineer and a lawyer would together: what the system does, what the contract says it does, and where the two diverge. We represent customers and vendors, licensors and licensees, in software agreements, SaaS contracts, IT outsourcing, and cloud services, along with technology licensing, development, alliance, and acquisition work. The aim is a contract both sides can operate under on a normal day and rely on during a bad one, when an outage, a missed deadline, or a data incident tests every clause.
Licensing, Alliances, And Deals
A license is only as good as the rights it actually grants and the limits it sets. We negotiate inbound and outbound technology licenses covering the IP grant, field-of-use and territory restrictions, exclusivity, ownership of improvements, sublicensing, royalties and audit rights, and source code escrow. We structure strategic alliances, joint development agreements, OEM and reseller arrangements, and co-marketing deals, defining each party's contributions, ownership of jointly created IP, exclusivity, and exit rights. In technology M&A, we run diligence on the code, open source use and license compliance, IP assignment gaps, and data rights, then turn the findings into representations, indemnities, and integration plans so you understand what you are buying before you commit.
Software Agreements
Software agreements cover on-premises and embedded software licenses, end user license agreements, custom development agreements, statements of work, maintenance and support terms, and source code escrow. Custom development deals run into trouble over who owns the result and what counts as done. Under the Copyright Act, an independent contractor generally owns the code it writes unless a signed writing assigns it, so we pin down ownership and background IP carve-outs, milestones, acceptance testing, change control, and warranties. Whether UCC Article 2 governs a software license is unsettled and varies by court, which makes express warranty, disclaimer, and remedy terms more important. We also address open source: which components the deliverable contains, what each license requires, and whether copyleft terms such as the GPL could reach proprietary code.
SaaS Contracts
SaaS is a service, not a copy of software, and the contract has to reflect that. We draft and negotiate subscription agreements, order forms, service level agreements with uptime commitments and service credits, acceptable use policies, and data processing addenda. The decisive terms are usually about data: who owns customer data and the outputs generated from it, whether the vendor can use it to train AI models or build aggregate products, how it is secured, and how it is returned or deleted at the end. Limitation of liability and its carve-outs for data breaches, IP indemnity, and confidentiality are where most negotiations land. For vendors, we also build click-through terms and address state automatic renewal laws, which require clear disclosure and simple cancellation for consumer subscriptions.
IT Outsourcing
IT outsourcing moves a business function, such as infrastructure management, application development and maintenance, help desk, or business process work, to a provider under a long-term master services agreement. These deals succeed or fail on the operational terms: a clear description of services and service levels, governance and escalation, key personnel, pricing mechanics and resource baselines, change control, and benchmarking. We negotiate transition plans, protections for your data and IP when the provider works offshore, compliance with sector rules such as HIPAA business associate obligations and GLBA safeguards, and termination assistance so you can bring the work back in house or move it to a new provider without a gap in service. Employee transfers and subcontractor flow-down terms come up often and get the same attention.
Cloud Services
Cloud agreements for infrastructure, platform, and hosted services are often presented as non-negotiable click-through terms, but large commitments, regulated data, and enterprise deals usually leave room to negotiate. We review and negotiate cloud terms around the shared responsibility model for security, data location and cross-border transfers, subprocessors, audit rights and SOC 2 reports, incident notification timelines, suspension rights, and data portability and exit. For companies building on cloud platforms, we map the provider's commitments against the promises you make to your own customers, so your SaaS agreement does not promise more uptime, security, or data handling than your cloud provider gives you. We also handle committed spend agreements and the terms that apply when you sell through a cloud provider's marketplace.
When A Technology Deal Breaks
Failed implementations, missed service levels, disputed invoices, data incidents, and license audits all turn into disputes, and the contract largely decides how they come out. Because MC Law is a litigation and transactional firm focused on IP, technology, and business disputes, we draft with those fights in mind: clear acceptance criteria, measurable service levels, workable limitation of liability language, escalation steps, and a governing law and forum clause you can live with. When a dispute arrives, our litigators handle it, whether that means a negotiated exit, an arbitration, or a lawsuit for breach of contract, breach of warranty, copyright infringement for use beyond the license, or trade secret misappropriation. Software publisher audits are a common example, and we respond to them and negotiate the resolution.
How We Work And Price It
We start with the business deal and the technology: what is being bought or sold, how it is built, where the data goes, and what happens if it fails. Then we draft or mark up the paper with a short issues list that explains each change in business terms, so your team can decide which points to push and which to concede. Our clients include software and SaaS companies, AI developers, fintech and healthcare businesses, and companies buying technology to run their operations. Standard documents, such as a software license, a SaaS subscription agreement, a software development agreement, or a data processing agreement, are available as flat-fee products with stated scope and turnaround. Larger negotiations and outsourcing deals are scoped and estimated in writing before we begin.
