Legal Services for SaaS Companies in Lithuania

AT A GLANCE

SaaS legal work centres on four pillars: the subscription agreement that governs software access, the IP ownership framework that ensures the company owns its code, employment and contractor documentation with correct IP clauses, and the data processing agreements required by GDPR for every B2B client.
A SaaS subscription agreement without a liability cap, a clear data ownership clause, or an enforceable termination procedure exposes the company to disproportionate risk when disputes arise — and disputes arise in every SaaS business eventually.
IP ownership gaps — code written by contractors without an IP assignment, or by founders before incorporation without a transfer — are the most common and most expensive legal problem found during SaaS due diligence.
We provide fixed-fee legal services for SaaS companies — all documents in English, with Lithuanian versions where required, prepared by lawyers who understand how SaaS products are built and sold.
A complete SaaS legal documentation package — covering subscription terms, privacy policy, DPA template, and employment contracts — is available as a bundled engagement.

Legal services for a Lithuanian SaaS company cover the agreements that govern software access (subscription agreement), the framework that secures IP ownership (employment contracts with IP clauses, contractor IP assignments), the GDPR documentation required for processing client data (data processing agreements, privacy policy), and the commercial contracts needed to operate and scale (NDAs, partner agreements, reseller terms). We prepare all of these at fixed fees, in English, with Lithuanian versions where required. Documents are drafted specifically for how SaaS products are built and sold in the EU market — not adapted from generic commercial templates.

Why SaaS Legal Work Is Different

SaaS legal work is not simply ‘technology legal work.’ The specific characteristics of software-as-a-service — recurring subscription access, continuous software delivery, data processing on behalf of clients, and an IP asset that is also the primary product — create a set of legal obligations that do not arise in physical product businesses or traditional service companies.

The subscription agreement as the primary commercial contract

In a SaaS business, the subscription agreement is the document that governs the relationship with every paying client. It defines what the software does, what the company is obligated to deliver (uptime, features, support response times), what happens when the software fails (liability caps, exclusions, service credits), who owns the data generated in the platform, and how either party can exit the relationship. A subscription agreement that is ambiguous on any of these points creates disputes. A subscription agreement that has no liability cap exposes the company to claims unlimited by the subscription value. A subscription agreement that is silent on data ownership creates a negotiating problem with every enterprise client who has legal counsel reviewing it.

IP ownership as both legal and commercial issue

For a SaaS company, the software is the product. Who legally owns that software determines what can be sold, licensed, and valued. The ownership question arises in three contexts: code written by founders before the company was incorporated (owned by the founders individually unless assigned); code written by employees during employment (owned by the employer under Lithuanian law, provided the contract includes an IP assignment clause — which most template contracts do not); and code written by contractors or agencies (owned by the contractor unless explicitly assigned in writing). A SaaS company that has not executed IP assignments in all three contexts does not have clean IP ownership — and clean IP ownership is the first thing any investor or acquirer’s legal team looks for.

GDPR as a daily commercial obligation

Every B2B SaaS company that processes personal data on behalf of its clients is a data processor under GDPR. Before processing can begin, a data processing agreement must be in place with each client. Enterprise clients routinely require a DPA as a condition of signing the subscription agreement — and they have their own legal teams reviewing it. A DPA that does not correctly identify the processing activities, does not include the mandatory Article 28 provisions, or uses non-standard terms that the client’s lawyers flag as deficient will delay the sales cycle. A DPA that is well-drafted and covers the standard enterprise requirements closes faster.

Legal Service Areas for SaaS Companies

Our SaaS legal service covers six areas — each corresponding to a specific legal obligation or risk dimension that arises from building and selling software as a service.

SaaS Subscription Agreement

The subscription agreement is the legal foundation of a SaaS business. It governs every customer relationship — defining what the company delivers, what it is liable for when things go wrong, what data belongs to whom, and how either party can exit the relationship. A well-drafted subscription agreement protects the company in disputes, accelerates enterprise sales by providing a clean starting position for legal review, and clearly communicates the commercial relationship to customers. A poorly drafted one creates unlimited liability, data ownership disputes, and contractual ambiguity that costs more to resolve than the agreement cost to draft.

Licence grant — clearly defining the scope of the software licence (seat-based, usage-based, enterprise-wide)
Acceptable use policy — defining prohibited uses and the company's right to suspend access for violations
Service level agreement (SLA) — uptime commitments, measurement methodology, service credits, and exclusions
Support terms — support tiers, response times, escalation procedures, and exclusions from support scope
Liability cap — capping the company's aggregate liability at a defined amount (typically 12 months of subscription fees)
Data ownership and return — who owns data entered into the platform; what happens to data on termination
Termination provisions — grounds for termination by either party; notice periods; effect of termination
Subscription fee and payment terms — pricing, invoicing frequency, late payment interest, and price change provisions
Governing law and jurisdiction — Lithuanian law and Lithuanian courts; with EU consumer minimum standards where applicable

Liability cap — why it matters

Without a liability cap, a SaaS company's exposure to a client's claim is limited only by the damages the client can demonstrate — which in a business-to-business context can be enormous. A client whose operations were disrupted by a platform outage may claim lost revenue, wasted management time, and consequential losses. A liability cap limits the company's total exposure to a defined amount — typically 12 months of subscription fees paid — regardless of the nature of the claim. Every SaaS subscription agreement should have one. Agreements without a liability cap are a negotiating problem with every enterprise client and an existential risk if a major incident occurs.

IP Ownership and Protection

The software is the product — and the company must legally own it. For most SaaS companies, achieving clean IP ownership requires three things: employment contracts with explicit IP assignment clauses for every engineer; IP assignment agreements for any pre-incorporation or contractor-created code; and — for companies that have been operating without these — a retrospective IP assignment exercise to close the gaps. We handle all three, and we conduct IP ownership audits for SaaS companies preparing for investment or acquisition.

Employment contracts with IP assignment clauses — covering all software, algorithms, and related IP created in scope of employment
IP scope definition — clearly defining what is covered by the employment IP clause (work done during working hours, on company equipment, within the company's business scope)
Contractor and freelancer IP assignment agreements — explicit written assignment of all deliverables to the company
Pre-incorporation IP assignment — assigning founder-created code and IP from the individual to the company
IP ownership audit — reviewing the chain of title for all existing company IP and identifying gaps
Open-source licence compliance review — identifying open-source components and assessing compatibility with the company's commercial model (particularly GPL/AGPL)
Software development agreements — with external agencies or development studios; including IP ownership, acceptance criteria, and warranty terms
Trade secret protection — advising on confidentiality obligations and procedures to maintain trade secret status for proprietary algorithms

Lithuanian law on employee IP

Under the Lithuanian Law on Copyright, software created by an employee in the course of their employment belongs to the employer — but only if the employment contract or a separate agreement establishes this. The key phrase is 'in the course of employment.' Code written by an engineer outside working hours, on their personal computer, and outside the scope of their defined role may not belong to the employer. A well-drafted IP clause in the employment contract removes this ambiguity — defining the scope of the employer's IP rights clearly and broadly enough to cover all work product reasonably related to the company's business.

Employment and Contractor Documentation

SaaS companies hire engineers, product managers, and designers — both as employees and as contractors. For employees, the Lithuanian Labour Code sets mandatory minimum terms that must be reflected in the employment contract. For contractors, the boundary between genuinely independent work and disguised employment is legally defined and actively enforced. Getting the documentation right at the point of engagement prevents the misclassification, IP ownership, and non-compete disputes that emerge later.

Engineering employment contracts — with explicit IP assignment, scope of role, notice periods, and probationary period provisions
Non-compete and non-solicitation clauses — enforceable under Lithuanian Labour Code; with mandatory compensation provision (minimum 40% of average salary during non-compete period)
Remote work arrangements — for Lithuanian employees working from home or from co-working locations
Part-time and flexible working contracts — for engineers working part-time or under flexible hour arrangements
Contractor agreements — clearly establishing independent contractor status; IP assignment; deliverable scope; VAT treatment
Contractor classification assessment — advising whether a specific working arrangement passes the Lithuanian misclassification test
Director service agreements — for SaaS founders taking director roles and salaries from the company
Equity and option documentation — ESOP grant letters, VSOP phantom share agreements, and vesting schedule documentation

Data Processing Agreements (DPAs)

Every B2B SaaS company that processes personal data on behalf of its clients is legally required to have a data processing agreement with each client before processing begins. Enterprise clients require DPAs as a standard procurement condition. The DPA must include the mandatory provisions of GDPR Article 28: the subject matter and duration of processing, the nature and purpose of processing, the type of personal data and categories of data subjects, the obligations and rights of the controller, and the obligations of the processor including sub-processor management. A DPA that is missing mandatory content is not GDPR-compliant regardless of how well-intentioned it is.

Standalone DPA — for clients who require a separate data processing agreement outside the subscription terms
DPA embedded in subscription agreement — as a schedule or exhibit; signed as part of the standard onboarding process
Enterprise DPA review — reviewing and advising on client-proposed DPAs that deviate from the company's standard
Sub-processor provisions — drafting the sub-processor clause, maintaining the sub-processor list, and advising on notification procedures for adding sub-processors
Technical and organisational measures (TOMs) schedule — the security framework annex required by most DPAs
International data transfer provisions — Standard Contractual Clauses (SCCs) and Transfer Impact Assessments for transfers outside the EEA
DPA template maintenance — annual review to ensure the template reflects current processing activities and sub-processor list

DPA as a sales accelerator

A well-drafted DPA template that covers the standard enterprise requirements — Article 28 provisions, security annex, sub-processor list, SCCs for international transfers — reduces the legal review time for enterprise clients from weeks to days. Enterprise procurement teams have seen hundreds of DPAs. A DPA that is clearly structured, uses standard language, and addresses the standard concerns gets approved faster. A DPA that is ambiguous, missing mandatory provisions, or uses non-standard terminology gets flagged and delayed. We draft DPAs for enterprise procurement, not just regulatory compliance.

Commercial Contracts and Partnerships

SaaS companies enter a range of commercial agreements beyond the standard subscription agreement — technology partnerships, reseller arrangements, API access agreements, and integration agreements with other software providers. Each creates specific obligations and risks that require careful drafting. We prepare the commercial contract suite for SaaS companies at fixed fees, covering the full range of commercial relationships a growing SaaS business encounters.

Technology partnership agreements — joint development, revenue sharing, co-marketing, and integration partnerships
Reseller and white-label agreements — governing third-party distribution of the SaaS product
API access and developer agreements — for companies that offer public APIs or developer programmes
Integration agreements — with complementary SaaS products (CRM, ERP, marketing automation integrations)
Professional services agreements — for implementation, onboarding, and consulting services sold alongside the subscription
Non-disclosure agreements (NDAs) — mutual and one-way; for commercial discussions, investor conversations, and partnership negotiations
Letters of intent (LOI) and heads of terms — for material commercial arrangements before full agreements are prepared

Investment Readiness and Exit Support

SaaS companies that raise investment or prepare for acquisition need their legal documentation to be in order before due diligence begins. IP ownership, clean DPA portfolios, compliant employment arrangements, and correctly structured subscription agreements all become due diligence items. We prepare SaaS companies for investment by auditing existing documentation, closing gaps, and preparing the investment round documents.

Pre-investment legal audit — reviewing IP ownership, employment arrangements, DPA portfolio, and subscription agreements for investor readiness
Data room preparation — organising and structuring legal documents for investor review
Term sheet review — identifying founder-unfriendly provisions before negotiation closes
Investment agreement review — SHA, subscription agreement, and ancillary transaction documents for SaaS-specific provisions
Convertible note and SAFE review — pre-seed financing instrument review with SaaS-specific cap table implications
Cap table clean-up — ensuring the share register accurately reflects current ownership including option grants
M&A support — IP due diligence response, SaaS-specific representations and warranties, and earn-out structuring

IP Ownership: What Investors Check and What We Fix

IP due diligence in a SaaS transaction follows a predictable pattern. Investors and acquirers look for the same issues in every SaaS company. The table below maps the most common IP due diligence findings to the document or action that addresses them.

Due Diligence Finding	Why It Matters	How We Address It
Founder code not assigned to company	Founders personally own pre-incorporation code; company cannot licence or sell what it does not own	Retrospective IP assignment agreement from each founder to the company
Employment contracts without IP clause	Employee-created code may not legally belong to employer without explicit assignment	Employment contract amendment adding IP assignment clause; signed by employee
Contractor work without IP assignment	Contractors retain copyright in work unless explicitly assigned in writing	Retrospective IP assignment from contractor; future contracts include assignment as standard
Open-source AGPL code in commercial product	AGPL requires source code disclosure for software accessed over a network; may require open-sourcing proprietary code	Open-source licence audit; advice on removal or licence compliance strategy
No documented IP ownership register	Investor cannot confirm what IP the company owns without a register	IP register creation: mapping all software components to ownership status and assignment documentation
DPA portfolio incomplete or non-compliant	Processing client data without a DPA is a GDPR violation; creates regulatory risk that investors discount	DPA audit; issuance of compliant DPAs to all active B2B clients; template update
Subscription agreement without liability cap	Unlimited liability exposure reduces company valuation and creates risk investor is unwilling to absorb	Subscription agreement amendment for existing clients; new template with liability cap for future clients

Legal Services Pricing for SaaS Companies

Defined SaaS legal engagements are priced at fixed fees. Complex or bespoke work — multi-jurisdiction IP structures, enterprise contract negotiations, and M&A support — is quoted on request after an initial scoping call.

Service	Price
SaaS subscription agreement — standard Licence grant, AUP, SLA, liability cap, data ownership, termination; English + Lithuanian	€900
SaaS subscription agreement — enterprise tier Extended provisions: custom SLA, audit rights, DPA embedded, enhanced data provisions	€1,200
Subscription agreement amendment (existing clients) Adding liability cap or other specific provisions to existing customer agreements	€400
Acceptable use policy (standalone) Prohibited use categories, enforcement rights, and integration with subscription terms	€300
Employment contract with IP assignment — engineering role Full Labour Code-compliant contract with IP clause, non-compete, and confidentiality	€450
Contractor / freelancer agreement with IP assignment Scope of work, IP assignment, confidentiality, and VAT treatment	€400
Pre-incorporation IP assignment agreement Assigning founder-created IP to the company; per founder	€300
IP ownership audit Full chain-of-title review across all company IP; gap identification and remediation plan	€800
Open-source licence compliance review Identifying open-source components; assessing AGPL/GPL risk; compliance recommendations	€600
Software development agreement (with external agency) IP ownership, acceptance criteria, warranty, liability, and confidentiality	€550
DPA template — standalone Article 28-compliant; sub-processor provisions; security annex; SCC clause	€500
DPA embedded in subscription agreement DPA schedule integrated into subscription terms; included when drafted alongside the subscription agreement	€350
Enterprise DPA review (client-proposed DPA) Review of client’s non-standard DPA; written summary of material deviations; negotiating recommendations	€400
International data transfer addendum (SCCs) Standard Contractual Clauses for transfers outside EEA; Transfer Impact Assessment guidance	€400
Technology / integration partnership agreement Joint development, revenue share, data sharing, and IP provisions	€700
Reseller / white-label agreement Distribution rights, branding obligations, support obligations, and termination	€700
API developer agreement API access terms, rate limits, acceptable use, and IP provisions	€500
NDA — mutual (SaaS-specific) English + Lithuanian; covers both code and commercial information	€250
Pre-investment legal audit IP, employment, DPA portfolio, and subscription agreement review with written report	€1,200
Term sheet review Identifying founder-unfriendly provisions; written commentary and negotiating points	€500
Investment agreement review SHA, subscription agreement, and ancillary documents; quoted by complexity	On request
SaaS launch package (subscription agreement + privacy policy + DPA template + 2 employment contracts) Five core documents for a compliant B2B SaaS launch — saving of €450 vs. individual prices	€3,200

SaaS launch package — what’s included
The €3,200 SaaS launch package covers the five legal documents every B2B SaaS company needs before onboarding its first client: a full SaaS subscription agreement with liability cap and data provisions, a GDPR-compliant privacy policy, a standalone DPA template for B2B clients, and employment contracts with IP assignment clauses for two engineering hires. Individually these would cost €2,650. The package saves €450 and ensures all five documents are internally consistent — the privacy policy references the same data categories as the DPA, and the subscription agreement cross-references the DPA correctly.

Frequently Asked Questions

For B2B sales to business clients in Lithuania, the contract can be in English if both parties agree — there is no statutory requirement for Lithuanian-language B2B contracts. For consumer-facing products (B2C), Lithuanian consumer protection law requires that material terms be accessible in a language the consumer understands, which for Lithuanian consumers means Lithuanian. We provide subscription agreements in English as the primary document and in Lithuanian where required for consumer or SME contracts. The governing law clause specifies Lithuanian law in both versions.

A liability cap is a contractual provision that limits the SaaS company’s total financial exposure under the subscription agreement to a defined maximum — typically 12 months of subscription fees paid. Without a liability cap, a client’s claim against the SaaS company for losses caused by a platform outage, data loss, or software failure is limited only by the damages the client can prove — which in a business context can vastly exceed the annual subscription value. Investors require liability caps because unlimited liability makes the company’s risk profile impossible to model. Enterprise clients also typically expect liability caps as a standard commercial term. We include a liability cap in every subscription agreement we draft.

GDPR Article 28 requires a data processing agreement with every data controller that instructs you as a processor — regardless of the client’s size. A 10-person startup that uses your SaaS platform to process its customer data is a data controller using you as a data processor, and a DPA is legally required before that processing begins. In practice, most small businesses do not request a DPA proactively — but the legal obligation exists and the SaaS company cannot wait for the client to ask. The most efficient approach is to embed the DPA in the standard subscription agreement or make it available for acceptance during account creation, so every client is covered from the start.

A non-compete clause in a Lithuanian employment contract can prohibit an engineer from working for a competitor for up to two years after leaving the company. For it to be enforceable, three conditions must be met: the clause must be time-limited (maximum 2 years), geographically and sector-specific in scope, and — critically — the employer must pay the employee compensation during the non-compete period, at a minimum of 40% of their average salary. Non-compete clauses that do not provide compensation are unenforceable under the Lithuanian Labour Code. We draft non-compete provisions that satisfy all three conditions while being commercially proportionate — not so broad that they are challenged as unreasonable.

Without a written IP assignment, the contractor legally owns the copyright in the work they created — regardless of the fact that you paid for it. The practical risk depends on the relationship: most contractors do not assert their rights, particularly where there is an ongoing commercial relationship. But the absence of assignment creates a cloud over the IP that must be resolved before due diligence — and that resolution requires the contractor’s cooperation at a point when they may have leverage. The cleanest solution is to execute a retrospective IP assignment agreement as soon as the gap is identified. We prepare these agreements and advise on how to frame the conversation with the contractor. A contractor who has been paid fairly and treated well is almost always willing to sign.

An API developer agreement governs the terms on which third-party developers can access and use your SaaS platform’s API to build integrations, plugins, or connected applications. It defines the acceptable use of the API, the data that can be accessed and how it can be used, rate limits and fair use obligations, the developer’s obligations regarding API key security, the company’s right to revoke access for violations, and the IP ownership of applications built using the API. If you offer a public API or a developer programme — even informally — you need an API developer agreement. Without one, there are no contractual terms governing how your API is used, which creates data security, liability, and IP exposure.

A pre-investment legal audit for a typical early-stage SaaS company — reviewing IP ownership, employment arrangements, DPA portfolio, and subscription agreements — takes 5–7 business days from receipt of documents to delivery of the written report. The report identifies all gaps found, rates each by severity, and provides a prioritised remediation plan with the specific document or action required for each gap. Remediating the identified gaps typically takes an additional 1–3 weeks depending on the number and complexity of issues found. We advise starting the audit at least 4–6 weeks before the investor’s due diligence process is expected to begin.

Ready to get your SaaS legal documentation in order?

Contact us to discuss your product, current documentation, and immediate priorities. We will confirm which documents are most urgent, provide fixed-fee quotes, and begin drafting within 24 hours of your instruction. The SaaS launch package — five core documents — is available at €3,200.