Brian Heller @briheller

I'm The Contracts Guy™
If you need help with your contracts, contact me.
Drafting, reviewing, negotiating.
Tech Transactions: AI, SaaS, Advertising, AdTech, FinTech, etc.
Brian Heller, Tech Transactions Business Lawyer
Partner, Outside General Counsel LLP
Email: BHeller@OutsideGC.com

Myth: Source Code Escrow is Dead in the Age of AI and SaaS -- When is it Necessary? For years, escrow was treated as a relic of on-prem software deals. Then SaaS, APIs, and now AI came along, and many vendors declared escrow “obsolete.

Myth: Source Code Escrow is Dead in the Age of AI and SaaS -- Nope. But When is it Still Necessary?

www.linkedin.com/pulse/myth-s...

Free Contract Playbooks & Checklists from A to Z (Greatest Hits Compilation) In my blog “Contract Law Tips. Playbooks & Checklists” I offer free contract playbooks on various kinds of agreements (including NDAs, AI, SaaS, SOWs, etc.

Free Contract Playbooks & Checklists from A to Z (Greatest Hits Compilation). NDAs, AI, SaaS, SOWs, Indemnity and Limitation on Liability, Acceptance, Payment, etc...

www.linkedin.com/pulse/free-c... .

Sports Sponsorship Agreements: Playbook & Free 1 Hour CLE Video On-Demand Sports (& Entertainment) Sponsorship Agreements are a fun and popular topic. My terrific colleague, Bradford C.

Sports Sponsorship Agreements: Playbook & Free 1 Hour CLE Video On-Demand

www.linkedin.com/pulse/sports... .

It’s my bday!!

DPA Contract Playbook - Top 10 Issues to look for in a Data Processing Addendum / Data Privacy Agreement DPAs (Data Processing (or Privacy) Agreements (or Addenda)) are becoming increasingly common in commercial arrangements involving access to any "Personal Data" (e.g.

DPA (Data Processing/Privacy Addendum/Agreement) Playbook. 10 issues to look out for.

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My blog was named a top 10 legal blog of 2025!

tenthings.blog/2025/12/31/t...

Even better, the site compiling the list called my blog “like an ice cold beer on a hot August day in Texas – it’s that good. Stop whatever you are doing right now and go subscribe to this.”

Top 10 Legal Blogs, Podcasts, Books & Other Media of 2025 Every year, Sterling Miller author of the Ten Things legal blog creates his list of top legal blogs, podcasts, books and other media for lawyers to follow. Here’s a summary of his recommendations.

My legal blog was just named a Top 10 Legal Blog for the second year in a row!

See a list of all the winners:

www.linkedin.com/pulse/top-10...

Half the Value of Negotiating & Writing a Contract is the Process Itself (of Writing & Negotiating the Deal) Two parties decide to do a commercial deal together. They handshake on a broad premise (I'll do X if you do Y").

The process of fleshing out the details on paper, if done correctly, may be almost as valuable as the final paper contract itself.

www.linkedin.com/pulse/half-v...

SaaS Contracts in the Age of AI | Outside GC

SaaS Contracts in the age of AI. Free video of the CLE I presented a few months ago: www.outsidegc.com/events/navig... .

Let me review your contracts so you don't have to.
Contact me at BHeller@OutsideGC.com

Indemnity & Limitation of Liability for dummies (...and smart people too)* *republished by popular demand What's a Liability Cap on Indemnity & Why Should I Care? If you work with a lot of contracts, you may already know that most contracts include an “indemnification” claus...

Indemnity & Limitations on Liability for Dummies (and smart people too)

www.linkedin.com/pulse/indemn...

Top 11 Issues in Contract Payment Clauses -- Side by Side Comparison of Vendor Preferred Terms vs Customer Preferred Terms By Brian & Stacey Heller In contract payment clauses, business people are often laser focused (rightfully so) on the amount and timing of payments. But they often (incorrectly) ignore many other so-ca...

Top 11 issues in payment clauses - side by side comparison of vender preferred terms vs customer preferred positions

www.linkedin.com/pulse/top-11....

Top Issues in “Acceptance” Clauses in Contracts (for testing deliverables and accepting or rejecting them) When drafting or reviewing certain types of contracts, the acceptance language can be a critical component that can significantly impact the rights and obligations of the parties involved. Here are so...

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Data Licensing Agreement - Contract Playbook & Checklist When you are licensing your data, many of the issues are very similar to other licensing deals, such as software licensing or SaaS access licenses. However, there are some unique aspects too.

Data licensing agreement contract playbook

www.linkedin.com/pulse/data-l...

Social Media Influencer Agreement Issues and How-To's This topic has already been written about by several people I respect. So instead of writing my own article, I'm just going to share some links to other articles that I recommend on the topic of what ...

How to hire a social media influencer- contract playbook and issues to look out for

www.linkedin.com/pulse/social...

Data Licensing Agreement - Contract Playbook & Checklist When you are licensing your data, many of the issues are very similar to other licensing deals, such as software licensing or SaaS access licenses. However, there are some unique aspects too.

Data licensing agreement contract playbook

www.linkedin.com/pulse/data-l...

Top Issues in “Acceptance” Clauses in Contracts (for testing deliverables and accepting or rejecting them) When drafting or reviewing certain types of contracts, the acceptance language can be a critical component that can significantly impact the rights and obligations of the parties involved. Here are so...

www.linkedin.com/pulse/top-is...

Top 11 Issues in Contract Payment Clauses -- Side by Side Comparison of Vendor Preferred Terms vs Customer Preferred Terms By Brian & Stacey Heller In contract payment clauses, business people are often laser focused (rightfully so) on the amount and timing of payments. But they often (incorrectly) ignore many other so-ca...

Top 11 issues in payment clauses - side by side comparison of vender preferred terms vs customer preferred positions

www.linkedin.com/pulse/top-11....

Indemnity & Limitation of Liability for dummies (...and smart people too)* *republished by popular demand What's a Liability Cap on Indemnity & Why Should I Care? If you work with a lot of contracts, you may already know that most contracts include an “indemnification” claus...

Indemnity & Limitations on Liability for Dummies (and smart people too)

www.linkedin.com/pulse/indemn...

Happy Holidays! Happy Holidays from Brian Heller & Contract Law Tips and Checklists (and Playbooks). Enjoy some of my favorite legal themed holiday cartoons.

Happy Holidays!

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I used to work at a big NYC law firm. Here's a holiday poem I wrote in 1995 about the experience.
Merry Christmas and Happy Holidays to all:

Happy holidays

Walt Disney to invest $1 billion in OpenAI, license characters for Sora It's a huge endorsement of AI-created content from one of the biggest media companies in the world.

Breaking: Disney, Marvel, Star Wars & Pixar characters now to be fully licensed in SORA Disney to invest in OpenAI and license its characters for use in SORA AI videos!

www.axios.com/2025/12/11/o... .

Top 11 Issues in Contract Payment Clauses -- Side by Side Comparison of Vendor Preferred Terms vs Customer Preferred Terms By Brian & Stacey Heller In contract payment clauses, business people are often laser focused (rightfully so) on the amount and timing of payments. But they often (incorrectly) ignore many other so-ca...

Top 11 Issues in Contract Payment Clauses -- Side by Side Comparison of Vendor Preferred Terms vs Customer Preferred Terms. people are often (incorrectly) ignore many so-called “boilerplate” provisions in the payment section

www.linkedin.com/pulse/top-11... .