David Cohen

22/01/2026

Over the last few days, I’ve shared a framework for thinking about indemnities more clearly.

First, how to identify when an indemnity is legitimate.
Why is vendor IP indemnification acceptable but breaches of contract or warranty are tougher to accept?

Well...there are are reasons for this.

And I outlined a framework to understand when indemnified party is actually an innocent bystander and deserving of indemnity protection.

Then, how to stress-test that logic against SaaS scenarios where the answer isn’t obvious

But understanding indemnities internally is one thing.

Explaining your decision - clearly and persuasively - is another.

You can find yourself stuck in negotiations, with a very defensible position, but not knowing how to clearly explain it.

In the final video of the series, I focus on that skill.

How to explain your position to opposing counsel and management.

🎥 Part 3 is live.

https://www.techattorneycohort.com/free-video-library/indemnity-framework-series/explain-saas-indemnities-so-people-actually-say-yes

21/01/2026

Yesterday, I shared a video about the first question that I ask when puzzling through a an indemnity clause in SaaS.

Should the party being sued even be part of this issue, or are they just an innocent bystander?

And I introduced a framework to assess this. But, SaaS indemnities are rarely straightforward and as clean as vendor IP infringement.

So in the second video of the series, I take the same indemnity framework and stress-test it against other SaaS scenarios that can slow negotiations down.

You’ll see when indemnity makes sense and when it’s simply the wrong tool altogether.

🎥 Part 2 is live.

https://www.techattorneycohort.com/free-video-library/indemnity-framework-series/stress-testing-indemnities-the-scenarios-attorneys-struggle-with

20/01/2026

Most SaaS indemnity negotiations go wrong before the redlines even start.

Not because the clause is badly drafted.

But because the wrong question is being asked.

In SaaS and tech contracts, you’re asked to indemnify all kinds of things.

But what’s actually legitimate — and what isn’t?

The real question is this:
Should the indemnified party even be part of this issue, or are they just an innocent bystander caught in the middle of someone else’s dispute?

I wrote about this framework in the past, and the feedback was powerful.

Indemnities are a major point of confusion for many attorneys, and people want structure and clarity.

So I put together a short 3-part video series on how to understand and navigate indemnity sections in SaaS agreements.

In Part 1, I introduce the framework and explain why this single question brings structure to indemnity negotiations that otherwise feel random.

https://www.techattorneycohort.com/free-video-library/indemnity-framework-series/hidden-pattern-saas-indemnity

🔔 I'll be releasing the second part tomorrow!

13/01/2026

12/01/2026

It’s Monday so to my legal colleagues!! Sales sent that contract through to you on Friday and are still waiting for a response - this what they're going through!

https://www.instagram.com/reel/C39AFcCJmow/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA==

06/01/2026

With EOQ behind us, talking to finance can sometimes feel like taking your teenager’s phone and trying to decipher what those acronyms mean.

The finance version of this is ARR, GRR, T4C, ACV…

So here’s a short explanation to help you speak to finance in January.

EOQ – Let’s start with an easy one. End of quarter. We all know that one.

T4C –Termination for convenience or kryptonite for finance. It allows a party to terminate the agreement on notice, usually 30 days, for no reason at all. For subscription-based SaaS vendors, this negatively impacts key metrics. Let's see which ones.

ACV – Annual contract value. This is the annualized value of subscription revenue from a transaction. Now, what happens if a customer can end a subscription on 30 days’ notice at any point during the year? It undermines your ACV.

ARR – Annual recurring revenue. This is the total ACV of recurring revenue to renew in the next 12 months. SaaS subscription revenue falls into this category. Professional services or one-off projects generally do not, because they may not recur. If you have T4C in a deal, that revenue may not recur so it may not be counted towards ARR.

GRR – Gross revenue retention, sometimes called gross dollar retention. This measures how much revenue you retain from existing customers. It looks only at existing recurring revenue and how much of it carried over into the following year. You are not measuring growth - but leakage. Churn or customers downsizing their spend brings this number down. It matters because it signals the underlying health of your recurring revenue base.

These metrics are key metrics that finance, investors, and potential acquirers consider when analyzing the company’s value.

So very important for finance who also seem to like abbreviations more than most other departments, IMO.

FYI: At EOQ/EOY, the goal is simple: strong ACV, ARR, and GRR, and as few T4Cs as possible.

Now you’re ready for that water cooler conversation with finance.

👉 Want to negotiate like a seasoned professional in SaaS? Join the waiting list for my Practical SaaS Contract MasterClass for a massive discount and get ready to master the complexities of SaaS contracts. https://www.techattorneycohort.com/freesaasguide1

05/01/2026

With the madness of EOQ behind us, you are probably hearing management and finance murmuring GRR and ARR.

So what is the connection between GRR, ARR, and your job security?

🔹 GRR (Gross Revenue Retention): How well the company keeps revenue from existing customers.
High GRR = happy customers sticking around.
Low GRR = Losing customers. The ship is springing leaks.

🔹 ARR (Annual Recurring Revenue): Total annual subscription revenue (renewals, upsells, new customers).
High ARR = good growth, new customers, full wind in the sails.
Low ARR = no growth, the ship is dead in the water you’re grounded.

📈 High GRR + High ARR? Your ship has no leaks and is full steam ahead.

Management loves predictability.

Stable revenue + ARR growth = you’re in a secure place.

If you want to know what other basics you should know about SaaS, download “10 SaaS Contract Basics SaaS Attorneys Must Know!” - https://www.techattorneycohort.com/freesaasguide1

02/01/2026

Legal and sales just finished one of the busiest quarters of the year.

Deals were closed in the nick of time and everyone ran on momentum, coffee and deadlines.

But legal can take a bit of a breath now 😌 .

But also, spare a thought for finance because their sprint is just beginning.

The company focus now shifts to closing the books, working through revenue recognition and calculating commissions that sales are counting on. Not a walk in the park either.

If you are coming out of EOQ pressure, finance is walking in now. So let them go first at the coffee machine.

And don't be worried if they start making weird sounds like ARR or GRR 🤨 . It's just that time of the year.

If you want weekly insights on SaaS, AI, API and other tech contracts, join my newsletter and get my free guide “10 SaaS Contract Basics Every Attorney Must Know.” https://www.techattorneycohort.com/freesaasguide1

Download the free guide explaining the 10 SaaS contract basics every attorney and contract manager should know. Review SaaS deals with confidence.

28/12/2025

A few years ago, I walked into an ambush at work.

The entire legal team was invited to a meeting from a department I supported.

I was suspicious because I had been clashing with one person from that department – high-demand, high-drama, let’s call him Person X. We were butting heads over redlines and weren’t exactly on good terms.

We walked into the meeting room, and there’s the VP of the department, the team leader, and Person X.
Pleasantries.

Then, for the next 20-30 minutes, they went through each task that Person X had sent my way and the time taken to close each agreement. The numbers didn’t paint me in a good light.

No context about delays – no mention of counterparty pushbacks, Person X’s delays, or the bottlenecks outside my control. It was just numbers.

I glanced at my boss and the other team members. They were sitting there, silent. My boss, someone I deeply respected, stayed silent for most of it.

I was humiliated. Blindsided. I had no idea that this was coming.
The most frustrating part? Nothing came out of it. No change to respond, no discussions on optimizing processes. They left no time for that. It was just a 20-30 minute complaint session beautifully presented on Powerpoint!

I wondered about the time and effort it must have taken to prepare the PPT compared to just speaking to me directly. But they didn’t and that was on me!

There were 2 issues.
#1 Person X - it wasn’t just about redlines – it was how he saw the role of legal. Person X came from a smaller startup without a legal department. He was in sales, incredibly assertive, and wasn’t used to having legal involved, let alone push back on him.

#2 Me - I didn’t have the self-awareness to see the bigger picture, and I got sucked into the clash. I could have handled it better. I didn’t create an environment where he felt he could give me feedback directly. I take some responsibility for that (not all).

After that meeting, we had a smaller one, where I went through the agreements and explained the issues causing the delays. That was an eye-opener for Person X – he hadn’t realized the risks involved.

Soon after, I noticed that when he sent agreements to me, he had already set expectations with the other side about the provisions we couldn’t accept. He ended up doing a significant part of the heavy lifting for me, and it saved a lot of time and friction.

Here’s what I took away:
1. Head things off early. If there is friction with an internal client, grab a coffee and have an open conversation (leave you ego at the door).
2. Sometimes, confrontations and escalations are necessary to course-correct. But try and keep the volume down and keep it collaborative.
3. Support Your Team: If you’re a manager, don’t let your team walk into the firing line alone. If you’re not the boss, reach out to your manager beforehand if a situation seems off.

♻️ Repost if you found this useful! ♻️

26/12/2025

When I get a new agreement to review, the 1st minute is the most critical for me.

Because, once I get the agreement and instructions (even minimal instructions), my brain is already off and firing.

My internal issue-spotter has already started the review.
I learnt over time to stop and listen.

So I always take a couple of minutes to jot down a rough issue-spotting list, just getting all my initial thoughts on paper based on the initial instructions.

It's amazing how much clarity and confidence this one-minute exercise creates as I dive into the review.

It’s also amazing how an initial brain dump covers about 80% of the main issues that I will encounter.

Take a SaaS Business Intelligence tool that uses customer data to generate forecasts, analytics, and internal reports.

Here's my 1-minute brain dump:
📝 Sensitive Customer Data
- What can the vendor do with this data?
- Information Security Schedule and measures — encryption, data retention policies.
- Handling personal data.
- Subprocessors.
- Cross-border transfers.
- Confidentiality: Which third parties access the data? Are there confidentiality obligations and indemnities for third parties?

📝 Warranties & Indemnities
- Are there warranties and indemnities for confidentiality and data protection?

📝 Limitation of Liability
- Special attention to confidentiality and data protection caps — uncapped, super caps, etc.

📝 Ownership & License of Reports/Output
- Who owns what in the generated reports?
- Are there restrictions on distribution or creating derivative work?

📝 Usage Metrics for Reports
- How many people can use it?
- Who within the organization can consume reports?
- Does usage include affiliates?

What did I miss?

Takeaway: Trust your instincts – the first brain dump is a great tool to gather your thoughts and formulate a plan of attack. Your initial thoughts are often spot-on!

🔗 Download "10 Contract Basics to Know as a SaaS Attorney" - https://www.techattorneycohort.com/freesaasguide1

Download the free guide explaining the 10 SaaS contract basics every attorney and contract manager should know. Review SaaS deals with confidence.

22/12/2025

Thought this was insightful…even a little bit? There’s more 📥 Download 10 Contract Basics to Know as a SaaS Attorney and join my weekly newsletter! https://www.techattorneycohort.com/freesaasguide1

18/12/2025

When I get a new agreement to review, the 1st minute is the most critical for me.

Because, once I get the agreement and instructions (even minimal instructions), my brain is already off and firing.

My internal issue-spotter has already started the review.
I learnt over time to stop and listen.

So I always take a couple of minutes to jot down a rough issue-spotting list, just getting all my initial thoughts on paper based on the initial instructions.

It's amazing how much clarity and confidence this one-minute exercise creates as I dive into the review.

It’s also amazing how an initial brain dump covers about 80% of the main issues that I will encounter.

Take a SaaS Business Intelligence tool that uses customer data to generate forecasts, analytics, and internal reports.
Here's my 1-minute brain dump:

📝 Sensitive Customer Data
- What can the vendor do with this data?
- Information Security Schedule and measures — encryption, data retention policies.
- Handling personal data.
- Subprocessors.
- Cross-border transfers.
- Confidentiality: Which third parties access the data? Are there confidentiality obligations and indemnities for third parties?

📝 Warranties & Indemnities
- Are there warranties and indemnities for confidentiality and data protection?

📝 Limitation of Liability
- Special attention to confidentiality and data protection caps — uncapped, super caps, etc.

📝 Ownership & License of Reports/Output
- Who owns what in the generated reports?
- Are there restrictions on distribution or creating derivative work?

📝 Usage Metrics for Reports
- How many people can use it?
- Who within the organization can consume reports?
- Does usage include affiliates?

What did I miss?

Takeaway: Trust your instincts – the first brain dump is a great tool to gather your thoughts and formulate a plan of attack. Your initial thoughts are often spot-on!

🔗 Download "10 Contract Basics to Know as a SaaS Attorney" -
https://www.techattorneycohort.com/freesaasguide1

♻️ Repost if you found this useful! ♻️

Download the free guide explaining the 10 SaaS contract basics every attorney and contract manager should know. Review SaaS deals with confidence.