Structuring Cloud Computing and Other Technology Agreements After Wayfair

New Guidance on Drafting Contract Provisions for SaaS, PaaS, IaaS, and Other Remote-Delivery Technologies

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, November 13, 2018

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar will discuss the impact of the landmark South Dakota v. Wayfair decision on cloud computing and other technology agreements. The panel will offer insight into how SaaS, PaaS, IaaS, and a host of other software, platform and digital infrastructure service contracts need to evolve to absorb these new tax implications as well as tips on drafting key terms to address the collection and reporting regime.


The Supreme Court’s June 2018 decision South Dakota v. Wayfair Inc. upended more than 26 years of precedent on the collection of sales tax for businesses with no physical presence in a state. The Court’s ruling is reverberating heavily through the online retail industry and particularly remote sellers of cloud-based products and services.

Counsel for technology firms offering cloud services—whether in the form of software, platform, infrastructure or communications, (SaaS, PaaS, IaaS, CaaS or UCaaS)—are facing a new reality in structuring agreements, key provisions, and specific language to mitigate new compliance risks.

One critical consideration is whether the agreement is a service agreement or a license to use software, which can impact the taxability of the transaction. Even when a service agreement documents the service provided, advisers must carefully consider many factors beyond the contract language to determine whether the purchase is a taxable sale of prewritten computer software.

Listen as our panel offers critical insight into how this game-changing court decision is reshaping how agreements for cloud computing and other remote-delivery technologies are structured.



  1. South Dakota v. Wayfair
    1. Old rule under Quill
    2. New rule under Wayfair
    3. State legislative responses
    4. Implications for tech firms selling remote-delivery products and services
  2. Contract drafting tips
    1. Key provisions
    2. External considerations
    3. Service vs. license
    4. Scope of service considerations
    5. Jurisdictional guidance


The panel will review these and other key issues:

  • How can counsel work with tech clients to determine the most favorable characterization of the transaction?
  • How should risk-shifting language be updated to accommodate the new collection and reporting regime after Wayfair?
  • How can counsel best leverage jurisdiction-specific guidance in shaping contract language?


Neff, Jacqueline
Jacqueline R. Neff

Senior Managing Attorney
Marashlian & Donahue

Ms. Neff counsels clients on a variety of regulatory, tax and transactional matters. She an experienced litigator and a...  |  Read More

Schaffner, Derek
Derek J. Schaffner

Special Counsel
Foley & Lardner

Mr. Schaffner counsels clients regarding legal and business issues associated with complex technology transactions and...  |  Read More

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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

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$297 + $19.45 S&H