Legal Counsel for the Subscription Economy
SaaS agreements look deceptively simple — a subscription, a service level, a data processing addendum. But beneath that surface sits a web of commercial, regulatory, and technical provisions that can determine whether a SaaS relationship creates value or becomes a liability. John Montague has been advising SaaS companies and their customers on cloud services agreements since the early days of the subscription model’s dominance. With more than fifteen years of technology transactions experience — including foundational work at Locke Lord LLP (now Troutman Pepper Locke), an AM Law 200 firm — he understands both the business model and the legal architecture that supports it.
From John Montague: The most underappreciated clause in any SaaS agreement is the data portability provision. Everyone focuses on uptime SLAs, but what happens to your data if you need to leave? If the answer isn’t clearly spelled out before you sign, you’ve given the vendor enormous leverage at the worst possible moment.
How We Help
John Montague’s SaaS and cloud services practice serves both providers and enterprise customers. His work includes drafting and negotiating SaaS subscription agreements, including pricing structures, usage limitations, and auto-renewal terms; structuring service level agreements with meaningful uptime commitments, measurement methodologies, and remedies for SLA failures; negotiating data processing agreements and data security addenda that comply with CCPA, GDPR, and industry-specific privacy frameworks; advising on enterprise license agreements for multi-year, high-value cloud deployments; drafting acceptable use policies, terms of service, and privacy policies for SaaS platforms; and counseling SaaS companies on the legal implications of platform architecture decisions, including multi-tenancy, data isolation, and API access models.
The Legal Architecture of SaaS
A SaaS agreement is fundamentally different from a traditional software license. The customer never takes possession of the software — they access it as a service, which means the vendor retains control over the technology, the infrastructure, and increasingly, the data. This shift in control creates legal issues that traditional software licensing frameworks weren’t designed to address.
For SaaS providers, the challenge is building a contract framework that scales — agreements that protect the company’s intellectual property and limit liability while remaining commercially attractive to enterprise customers who will negotiate every material term. For SaaS customers, the challenge is ensuring adequate protection around data ownership, security obligations, service continuity, and exit rights in a relationship where the vendor holds most of the operational leverage.
John Montague’s experience spans both sides of this dynamic. His work with venture-backed SaaS startups gives him insight into how providers think about contract structure, while his representation of enterprise customers in cloud procurement gives him a sophisticated understanding of what buyers need. This dual perspective, combined with his background as a visiting professor of Entrepreneurial Law at the University of Florida, allows him to draft and negotiate SaaS agreements that are commercially balanced and technically sound.
Frequently Asked Questions
What should be included in a SaaS agreement?
A well-drafted SaaS agreement should address subscription scope and authorized use, service level commitments, data ownership and processing obligations, security standards and breach notification, intellectual property rights, limitation of liability, term and renewal mechanics, termination rights and data portability, and compliance with applicable privacy regulations. The specific provisions vary based on whether you’re the provider or the customer.
What is a service level agreement (SLA) and why does it matter?
An SLA defines the performance standards the SaaS vendor commits to — typically including uptime percentage, response time for support requests, and scheduled maintenance windows. The SLA also specifies the remedies available to the customer if those standards aren’t met, usually in the form of service credits. A meaningful SLA requires clear measurement methodology, reasonable exclusions, and remedies that actually incentivize performance.
How does Montague Law help SaaS startups with their contract infrastructure?
John Montague works with SaaS companies from formation through scale-up, building the contract infrastructure they need at each stage — from initial terms of service and privacy policies through enterprise-grade master subscription agreements. His approach emphasizes creating templates that are rigorous enough for enterprise sales but efficient enough to support a high-velocity sales process.
About John Montague
John Montague is a technology transactions attorney who has advised SaaS companies, cloud service providers, and enterprise technology buyers for over fifteen years. His practice draws on experience at Locke Lord LLP (now Troutman Pepper Locke), an AM Law 200 firm, and a deep understanding of the subscription economy’s legal architecture. He serves clients from Montague Law’s offices in Fernandina Beach and Coral Gables, Florida.
Related Practice Areas: Technology Transactions | Technology Company M&A | Venture Capital
Need help with a SaaS agreement? Call 904-234-5653 or schedule a consultation.