The majority of legal risks in business do not come from disputes or litigation. They come from poorly negotiated contracts, signed under time pressure, without anyone at the table having the level of judgment to identify what was wrong. This is true for SaaS contracts, distribution agreements, strategic partnerships - and particularly true for organisations without in-house legal.
The problem with standard contracts
When an organisation signs a software vendor's or service provider's standard terms without negotiating them, it accepts a contract optimised for the other party's interests. This is not a criticism - it is simply contractual logic. Liability limitations are set at the minimum, termination conditions favour the provider, confidentiality clauses are generic, and intellectual property questions are often treated ambiguously.
For a low-stakes contract, this may be acceptable. For a SaaS contract structuring a critical part of your infrastructure, a distribution agreement defining your access to a key market, or a strategic partnership committing your brand and resources over several years, standard terms can create significant exposures.
What a GC brings to a negotiation
The value of a General Counsel in a contract negotiation is not primarily in drafting - it is in framing. An experienced GC identifies which points are worth negotiating, which are not worth the friction, and which are non-negotiable. They translate business stakes into defensible contractual positions, and legal terms into operational implications the CEO can evaluate.
They also anticipate the scenarios no one wants to consider during the enthusiasm phase of a partnership: what happens if the partnership does not deliver? Who exits how? Which data stays with whom? What obligations continue after the contract ends?
Critical points on a SaaS contract
On a SaaS contract, the points that systematically deserve attention are: liability limitation - often capped at a few months of fees, which may be very insufficient in the event of a major incident. Data processing conditions - particularly if the provider processes your clients' or employees' personal data. Exit conditions and data portability. And price escalation clauses, which can turn an attractive contract into a costly commitment over time.
Critical points on a distribution or strategic partnership agreement
On a distribution or partnership agreement, the key questions concern exclusivity - its conditions, geographic or sector scope, and the performance obligations that condition it. Intellectual property rights - who owns what, who can use what, and what happens at contract end. Non-compete clauses - their duration, scope, and enforceability across the jurisdictions involved. And dispute resolution mechanisms, which determine where and how a conflict will be handled.
What the fractional model enables
An organisation without an in-house GC does not need a full-time lawyer to negotiate its contracts. It needs a senior lawyer available at the right moment - the moment of negotiation - with the ability to understand the business context and position as a partner to leadership rather than an external legal filter.
This is precisely what the Fractional GC model enables: access to this level of judgment, on a punctual or regular basis, without the fixed cost of a hire.