Less Is More 2

The other week I wrote about (buy-side) contracts which have been produced by throwing together as much paper as possible on the (mistaken) basis that, if there is enough paper, nothing will get missed. Click here to read this article.

This week I was asked to look at another contract of that type, this time coming in at 366 pages for a moderately-size SaaS deal.

If you are the SaaS seller, and you are asked to sign that 366-page contract, what should you do?

There is no point in trying to re-negotiate the overall contract to a more sensible place. That kind of negotiation assumes that there is a sensible and intelligent person on the other side of the table. But, if they are asking you to sign a 366-page contract, that is not going to be the case.

There are only two things to do:

1. Have a look through to make sure that there is nothing in there that is really going to hurt you.

2. Just focus on the issues that really matter to you. Typically, that will be:

·        Pricing

·        Payment terms

·        Inflation indexation

·        Contract duration, and the buyer’s ability to exit for convenience.

Forget all the other stuff. Yes, you could try to fix lots of other things like the limitations of liability, but that – as above – requires a sensible and intelligent person on the other side.

6 May 2025