Commercial Counsel
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Job Description
Commercial Counsel supporting SaaS business by negotiating various customer contracts. Collaborating with Sales, InfoSec, and the DPO, focusing on compliance and contract execution.
Responsibilities:
- Review, draft, and negotiate: SaaS subscription agreements MSAs, DPAs, BAAs, NDAs, order forms, AI addenda, renewal agreements, and SOWs
- Partner directly with Sales to support deal execution and timelines
- Partner with InfoSec and the DPO on data protection and privacy-related contract terms, including DPAs, data security requirements, and HIPAA-related obligations
- Review and negotiate AI-specific contract terms, including model governance, training data restrictions, output ownership, pass through warranties, and AI-related indemnification
- Support contract-related issues arising from customer M&A activity, including spinoffs, divestitures, and assignment requests
- Identify key risks and provide clear, actionable guidance
- Escalate complex or non-standard issues when appropriate
- Apply consistent standards across contracts
- Help refine templates and fallback language over time
- Reduce negotiation friction and contract cycle times
- Develop and maintain fallback positions and playbook guidance for recurring topics such as indemnification, limitation of liability, AI, data privacy, etc.
- Provide practical legal guidance on: Customer-specific issues, Basic vendor agreements, Routine business questions
- Triage when to involve outside counsel
- Interface with external attorneys for complex or specialized matters
- Help ensure efficient use of external legal spend
Requirements:
- JD and active bar membership
- 5 years of legal experience
- Strong experience with B2B SaaS/commercial contracts
- Experience negotiating with procurement/legal teams at customers
- Ability to prioritize and handle volume efficiently
- Clear, practical communication style (non-academic)
- Comfortable operating in a fast-paced, execution-oriented environment
- Experience reviewing and negotiating AI-related contract terms, including AI schedules, data use restrictions, and model governance provisions
- Working knowledge of data privacy frameworks (GDPR, HIPAA, state privacy laws) and experience negotiating DPAs and BAAs.
Benefits:
- Work remotely within a flexible work environment (our team spans the US and Canada)
- Competitive company-paid benefits plan starting day 1!
- Generous professional development budget
- RRSP/ 401k matching program
- Half-day Fridays in the summer
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