Guides & Checklists
FOUR ITEMSThe Enterprise SaaS Agreement, Deconstructed
Clause-by-clause anatomy: limitation of liability (caps, carve-outs, super-caps) · indemnification (IP, data, mutual) · warranties and disclaimers · data ownership, usage, and training rights · confidentiality · term, termination, and transition · SLA structure · the negotiation sequence against enterprise procurement.
Reading the PE Offer: What the Headline Number Hides
The practitioner-side diligence frame: enterprise value vs. what you keep · rollover equity — real rights or decorative units · post-closing employment terms and compensation resets · earnout conditions and who controls them · the non-compete stapled to the deal, and Texas’s practitioner-specific limits · the questions to ask before signing the LOI, when leverage peaks.
The Refinance Closing List
What institutional and agency lenders will require, in order: entity and authority documents · SPE/separateness amendments · opinions (what they say and why) · title, survey, and insurance deliverables · the diligence-response discipline that keeps closings on schedule.
This material is for general information only and is not legal advice; reading it does not create an attorney–client relationship.