Limiting Liability and Indemnity in the Salesforce MSA: Enterprise Contract Negotiation Playbook

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Limiting Liability and Indemnity in the Salesforce MSA: Enterprise Contract Negotiation Playbook

Why This Topic Matters

Salesforce’s Master Subscription Agreement (MSA) might not be as exciting as its cloud technology, but its fine print can make or break your risk exposure.

Liability and indemnity clauses in the MSA determine who bears the cost if something goes wrong – and in standard form, they heavily favor Salesforce.

For an enterprise relying on Salesforce as a mission-critical platform, ignoring these terms can lead to unwelcome surprises when outages, data breaches, or lawsuits occur. In short, this topic matters because it’s about protecting your organization’s bottom line and legal interests.

Busy procurement leads and CIOs often focus on pricing and features, but the most astute enterprises recognize that contract risk allocation is equally important. Read our guide to Critical Salesforce Contract Terms to Negotiate.

With Salesforce being such a ubiquitous vendor, understanding how to limit liability and secure fair indemnities is now a core competency for any vendor-savvy IT sourcing or legal team.

Key Clauses to Focus On

When reviewing Salesforce’s MSA, zero in on the clauses that define risk allocation, the two key areas are the Limitation of Liability and Indemnification provisions:

Limitation of Liability: Salesforce’s standard MSA strictly caps its liability. Typically, the cap is set around the amount you’ve paid in the last 12 months of the subscription. In practice, this means if Salesforce’s service failure costs you millions in business losses, they would only owe a fraction (often just a refund of fees). The clause also excludes “indirect” or consequential damages completely – things like lost profits, lost revenue, loss of data, or business interruption are not recoverable. Essentially, Salesforce’s default stance is: no matter what happens, they won’t pay more than your subscription fees, and they won’t cover losses like your missed sales or reputational harm. This is a huge risk transfer to the customer, and it’s standard in many SaaS contracts. Enterprises must identify this clause and recognize its immediate impact.
Indemnification: Salesforce includes a mutual indemnification section; however, the scope for each party differs. Salesforce’s indemnity to you is usually limited to intellectual property (IP) infringement claims. Suppose a third party sues your company claiming that Salesforce’s software infringes their patent or copyright. In that case, Salesforce will defend the claim and cover settlement or damage costs (with some conditions, like you notifying them promptly and letting them control the defense). This is important – it protects you from being held liable if simply using Salesforce’s product leads to an IP lawsuit. On the other hand, your indemnity to Salesforce is broader: you are expected to indemnify Salesforce for any third-party claims arising from your use of the service. This typically covers things like the content or data you upload, as well as how you configure or integrate Salesforce. For example, if you store illegal content, violate someone’s rights, or misuse the platform,
and Salesforce gets sued or investigated because of it, you must cover Salesforce’s costs. In summary, Salesforce covers you for issues with their product’s IP, and you cover Salesforce for issues stemming from your data or use. These indemnities define who carries the bag for third-party problems.

Other related clauses worth focusing on include Disclaimer of Warranties (Salesforce provides the service “as is” with limited promises, which reinforces the liability limits) and Exclusive Remedies (e.g., an SLA credit might be your only remedy for downtime).

But at the heart of risk are the liability cap and indemnity obligations – those should be at the top of your review checklist.

Common Enterprise Scenarios

Understanding how these clauses are applied in real life will underscore why negotiating them is crucial.

Here are common scenarios where liability and indemnity terms come into play for enterprises:

Major Outage During Peak Business: Imagine your customer portal or internal systems run on Salesforce, and Salesforce has a multi-hour outage during a critical period (year-end sales rush, product launch, etc.). Your company loses significant revenue and suffers customer dissatisfaction. Under Salesforce’s standard liability cap, at best, you might get a credit or refund for a couple of months of service fees – nowhere near covering the actual business loss. To make matters worse, the contract’s exclusion of indirect damages means Salesforce will say those lost sales are not recoverable from them at all. The clause leaves you essentially self-insuring for the real impact of downtime. This scenario is not far-fetched; while Salesforce is reliable, even a brief outage at the wrong time can cause significant harm.
Data Breach and Compliance Costs: Suppose a security breach on Salesforce’s side exposes your sensitive customer data. Your firm must handle notification obligations, regulatory fines (especially if personal data is involved under GDPR or similar laws), and remediation, such as credit monitoring for affected customers. These costs can be massive. However, Salesforce’s MSA liability limitations mean their responsibility for such a breach could be capped at the past year’s fees, and they will certainly point to the disclaimer of consequential damages (arguing things like regulatory fines or reputational damage are indirect losses they don’t cover). In effect, even though the breach happened in their service, you could bear most of the financial fallout. Many enterprises assume their cloud provider would fully cover a breach—only to find the contract says otherwise.
Third-Party IP or Content Lawsuit: On a more positive note, consider a scenario where a third party sues your company, claiming that Salesforce’s software (which you are using) infringes on their intellectual property. Here, Salesforce’s indemnification clause would kick in – Salesforce would defend the claim and pay any settlements or judgments, so long as it squarely relates to their product. This is a valuable protection. Conversely, if the lawsuit is flipped around – say a third party sues Salesforce because of something you did (for example, you accidentally spam someone through a Salesforce marketing automation and violate an anti-spam law, or you upload content you weren’t authorized to, and the content owner takes action) – then your indemnity to Salesforce is triggered. Your company would need to defend Salesforce and cover the costs. These examples show how each side’s indemnity is applied in real-world terms.
Missed Notice or Contract Change Situations: A more procedural scenario is if Salesforce unilaterally updates its MSA terms (it reserves the right to update terms on its website). If you blindly accept those changes or miss them, you might inherit even more restrictive liability terms or new indemnity requirements. Similarly, if your company undergoes a merger or acquisition, certain contract clauses (like assignment and change of control) could allow Salesforce to impose new terms or even terminate the agreement if the new owner is a competitor. While not directly involving liability or indemnity, these events can indirectly create liability exposure (for instance, if Salesforce termination results in a breach of contract towards your clients). Enterprises should be aware of how static or dynamic the risk terms are throughout the duration of the relationship.

These scenarios illustrate that the boilerplate language in the Salesforce MSA isn’t just theoretical. When things go wrong – such as downtime, breaches, or lawsuits – the contract terms dictate the financial outcomes.

Enterprises have to live with the consequences, so it’s far better to anticipate these situations and negotiate protections up front than to wish you had after the fact.

Learn about Data Ownership and Privacy Terms in Salesforce Agreements

Strategies & Best Practices

To mitigate the risks identified above, enterprises should take a proactive and strategic approach to negotiating Salesforce’s liability and indemnity terms.

Here are the best practices and tactics to employ:

Engage Early and Educate Stakeholders: Don’t treat the MSA review as an afterthought once the deal is “done.” Make liability and indemnity a standard checkpoint in your Salesforce procurement process. Ensure your legal counsel, procurement team, IT leadership, and risk management stakeholders are looped in early. Often, business owners are eager to sign and start the project, so you may need to educate them on why pushing back on these clauses is worth a bit of extra time. Provide concrete examples (like the scenarios above) to justify why you need certain changes – this aligns everyone on the importance of the ask.
Know Your Risk Tolerance and Requirements: Assess the types of risks that are most critical to your organization. For example, if you operate in a heavily regulated industry or manage sensitive personal data in Salesforce, data breach liability is a top concern. If your revenue generation depends on Salesforce uptime (for example, an e-commerce front-end), then downtime poses a critical risk. Identify these priorities and decide what must be protected. Many enterprises have internal policies that require vendors to accept unlimited liability for specific things (like confidentiality breaches or gross negligence) – know your company’s stance and have it in writing to present to Salesforce. This clarity will guide your redlines.
Thoroughly Redline Key Clauses: When it comes time to negotiate, be prepared with specific redlines to the liability and indemnity sections:
- Increase the Liability Cap: Propose increasing the overall liability cap to a more meaningful level. For instance, instead of the default “12 months of fees,” you might ask for “24 months of fees” or a fixed dollar amount that better reflects potential damages. In very large deals, some customers negotiate caps tied to a multiple of fees or even remove the cap for certain categories of damages.
- Carve Out Critical Risks: Identify certain types of liability that should not be subject to the cap at all (or that deserve a separate, higher cap). Common carve-outs include breaches of confidentiality, data privacy and security incidents, fraud or willful misconduct, and IP indemnification obligations. For example, you could request that Salesforce have unlimited liability for its willful misconduct or a data breach caused by its negligence. If unlimited is a non-starter, suggest a “super cap” – a higher cap – for those events (e.g., liability for data breaches up to three times the normal cap). Carve-outs ensure that if the most sensitive risks materialize, the vendor can’t hide behind the low cap.
- Ensure Mutual and Balanced Indemnities: The indemnification clause should be fair and mutual. Make sure Salesforce’s indemnity covers all reasonable costs (damages, legal fees, settlements) if their product infringes IP. Consider requesting they also indemnify for data protection breaches or other specific liabilities if that’s a key risk (vendors often resist broadening indemnities beyond IP, but it’s worth raising if critical to you). Likewise, scrutinize what you’re indemnifying Salesforce for – ensure it’s narrowly tied to things under your control (your data, your unlawful use of the service) and not open-ended. Strike any overly broad language that could make you liable for situations outside your knowledge. Additionally, clarify procedural aspects: both sides should provide prompt notice and full control of their respective defenses, ensuring there are no surprises in how indemnity is handled. If possible, negotiate that indemnity obligations are outside of or in addition to the liability cap (so that if Salesforce must indemnify you for an IP claim, they can’t stop at the cap; they cover the full claim amount). This may or may not be accepted, but it’s worth exploring.
- Add Specific Performance Obligations: Although not strictly a liability, you can negotiate related terms to reinforce protection. For example, add an obligation that Salesforce will maintain a certain level of cybersecurity insurance and, upon a data breach affecting your data, that insurance will respond. Or incorporate an SLA (Service Level Agreement) with service credits for downtime – it’s not the same as uncapped liability, but it at least provides some predetermined compensation for outages. These won’t fully offset big losses, but every safeguard helps and sets expectations of performance.
Document Everything: As you propose and agree on changes, document them clearly in the contract (or an amendment/addendum). Verbal assurances from sales representatives, such as “We never let our customers suffer in an outage” or “Trust us, we’d make it right,” mean nothing unless they are written into the contract. Ensure that all agreed-upon risk mitigations are captured in the final, signed documents. Also consider creating an internal “cheat sheet” that summarizes the negotiated terms (e.g., “Liability cap was increased to $X, carve-out for confidentiality breaches was added”). This will help your team remember the protections in place later on.
Benchmark and Leverage Precedents: Knowing what other large enterprises have achieved in their Salesforce deals is helpful. While specifics are often confidential, industry peers or advisors (such as specialized negotiation consultants) can offer hints at what’s possible. If you know a similar company secured a certain term, you can confidently push for it by saying, “We have seen these terms in comparable deals.” Salesforce won’t want to readily share what they’ve conceded elsewhere, but signaling that you’re informed can make them more flexible. Internally, maintain your playbook of what terms you’ve won in past negotiations with Salesforce or other major vendors – that becomes your starting point for the next round.

Overall, the best practice is to treat risk allocation as non-negotiable in your approach: even if the vendor resists, you must address it.

By coming in prepared with a clear strategy and specific proposals, you significantly increase your chances of minimizing exposure.

Negotiation Levers

Negotiating changes to Salesforce’s standard liability and indemnity terms can be challenging – Salesforce’s negotiators often view these clauses as “industry standard” and may initially refuse significant modifications.

However, large enterprises do have leverage. Here are some levers and tactics to increase your bargaining power:

Volume and Spend Influence: The bigger your contract value, the more wiggle room you have. If you’re a Fortune 500 company signing a multi-million dollar, multi-year deal, Salesforce has more incentive to keep you happy. Use the size of your spend as a lever: make it clear that meaningful concessions on terms are a prerequisite for doing or continuing business at this scale. Procurement can position it as: “For a partnership of this size, we expect a fair sharing of risk.” Smaller customers might not succeed in changing terms, but large enterprises absolutely can and do get custom terms when it’s a must-have.
Timing and Quota Pressure: Leverage Salesforce’s sales cycle to your advantage. Salesforce reps are famous for their end-of-quarter and end-of-year deal pushes to meet quotas. If your negotiation coincides with one of these crunch times, you often have more power. Salesforce might agree to tweaks in contract language if it means closing the deal before the end of the quarter. Be tactically patient – don’t sign too early if you’re still negotiating terms, especially if a fiscal deadline on their side is approaching. The closer they are to their deadline, the more flexible they may become on non-cash items, such as legal terms.
Competitive Alternatives: If feasible, introduce a sense of competition to enhance the experience. Even if Salesforce is the chosen platform, hint at viable alternatives or at least the possibility of delaying the deal to evaluate others if the risk terms remain unsatisfactory. Salesforce doesn’t want to lose a sale to Microsoft, Oracle, or other CRM competitors. Use that fear (subtly) by saying things like, “Our board is concerned about these risk terms; some competitors have been more accommodating on liability. We need Salesforce to meet us in the middle so we can confidently move forward.” This lever can prompt Salesforce to reconsider a hard “no” on terms if they believe the deal is truly at stake.
Executive Escalation: Sometimes your account executive will claim, “The terms are non-negotiable; it’s our policy.” When you hit that wall, don’t hesitate to escalate to higher authorities. Involve your company’s executives in peer-to-peer discussions with Salesforce management. A CIO-to-Salesforce VP conversation about partnership and risk can carry weight. Salesforce prides itself on customer success – having an executive express that legal terms are a blocker to success can motivate Salesforce’s higher-ups to authorize an exception. Even a well-placed email from your General Counsel to Salesforce’s legal department can break a stalemate if done correctly, highlighting the importance of these risk mitigations to the customer.
Trade Concessions Thoughtfully: In negotiations, especially if you’re asking for something uncommon, such as a higher liability cap, be prepared for Salesforce to ask for something in return. This might be a higher price, a longer contract term, or a larger upfront commitment. Plan your stance: what are you willing to trade to get better terms? For example, you might secure a slightly better liability clause if you agree to a multi-year term or add more licenses. Or you might accept a small price uplift cap at renewal in exchange for improved indemnification language. Always weigh the cost-benefit: sometimes paying a bit more is worth the risk protection you gain. However, be cautious not to give away too much value – attempt to frame it not as a barter, but as a standard expectation (“We shouldn’t have to pay extra for basic risk fairness, but in the spirit of partnership, we are doing X, so we need Y on the terms.”).
Leverage Internal Policies and Legal Requirements: A clever lever is pointing to non-negotiable requirements from your side. For instance, your lawyers can say, “Company policy (or insurance policy) will not allow us to sign if we remain fully exposed for data breach losses – we at least need a higher cap or vendor responsibility for direct breach costs.” If you operate in a regulated sector (finance, healthcare, etc.), mention that regulators expect you to have vendors who accept certain liabilities or security obligations. This externalizes the ask – it’s not just you being difficult, it’s a compliance necessity. Salesforce, rather than losing a deal, might accommodate to align with your regulatory context.

Using these levers can move the needle, but remember to pick your battles. Decide which specific term is your must-have and apply pressure there, rather than diluting your leverage across too many demands.

By combining timing, strategic pressure, and demonstrating willingness to close once terms are acceptable, you can often win improvements even from a vendor as large as Salesforce.

Avoiding Pitfalls

Negotiating enterprise contracts is complex, and there are pitfalls to avoid when dealing with Salesforce’s liability and indemnity clauses.

Steer clear of these common mistakes:

Overlooking the Issue Entirely: The biggest pitfall is simply accepting Salesforce’s standard MSA without scrutinizing it. Many teams have been so focused on getting the deal signed that they gloss over the legal appendix. Don’t assume “it’s all boilerplate, we can’t change it.” Always review these clauses in detail. The cost of overlooking them can be millions in the event of an adverse outcome.
Taking Sales Promises at Face Value: Salesforce representatives might downplay your concerns – e.g., “We’ve never had a problem like that” or “Our service is very secure, don’t worry about breaches.” They might also suggest that no one else gets these changes, implying you’re asking for the impossible. Don’t be swayed without evidence. Insist on addressing the risks in writing, regardless of how unlikely a sales rep says a scenario is. If it’s truly unlikely, then Salesforce should have little issue accepting some responsibility, right? Always anchor back to the principle: if there’s no risk, giving a contractual assurance shouldn’t be a problem. It’s better to be seen as the tough negotiator now than to regret blind trust later.
Vague or One-Sided Language: If Salesforce agrees to modify the terms, ensure the language addresses the problem. Pitfall: accepting vague commitments like “Salesforce shall consider additional remedies in the event of a breach” – this is unenforceable. Or agreeing to carve-outs that are one-sided (e.g., removing the cap only for customers’ liabilities but not Salesforce’s). Carefully read any edits they propose. It’s advisable to have your legal counsel draft the precise language for any carve-outs or exceptions so that it truly covers what you need. Be specific: if the intent is to exclude confidentiality breaches from the cap, the clause should explicitly say “The above liability cap shall not apply to breaches of Section X (Confidentiality) or data security obligations.” Ambiguity will only lead to headaches if you ever need to invoke the clause.
Not Aligning with Insurance and Business Continuity Plans: A subtle pitfall is failing to correlate contract terms with your insurance and continuity strategies. For example, if Salesforce won’t budge on covering data breach losses, are you prepared with cyber insurance to fill that gap? If your contract leaves you with limited outage remedies, have you developed internal failover or backup processes to mitigate these issues? Failing to align these means you might find out too late that you’re underinsured or unprepared. As part of negotiation planning, discuss with your risk management team: if we can’t get Salesforce to cover X risk, what alternative methods will we use to mitigate it? This ensures that there are no blind spots in your overall risk posture.
Ignoring Change Management: Contracts aren’t static. A pitfall after negotiation is putting the contract in a drawer and forgetting about it. Salesforce may update its online terms, or your company’s usage of Salesforce may evolve (new modules, new geographies, etc.), possibly introducing new liabilities. If you don’t monitor changes, you could inadvertently agree to new terms via click-through updates or new orders that reference an updated MSA. Always reference the negotiated MSA in any new Order Form (“under MSA dated X, as amended”) to avoid accidentally falling under a newer standard MSA with worse terms. Keep an eye on communications from Salesforce regarding policy/terms changes – they sometimes send notices about updates to services or legal terms, which require review and potential objection if they materially increase your risk.
Last-Minute Rush: Negotiating under a looming deadline is another pitfall. If you leave the contract review until the eleventh hour, you’ll be pressured to concede on terms just to get the deal done. Salesforce salespeople know how to use time against customers. Avoid this by starting the negotiation of terms early in the cycle. If you know your renewal is approaching, review the existing MSA months in advance and identify any changes you would like to make. Giving yourself time prevents the “sign now, deal with it later” trap (because after signing, your leverage is gone). A rushed negotiation almost always results in missed details or regrets.

By being mindful of these pitfalls, you can navigate the negotiation more effectively and ensure you don’t undermine your position. Diligence and a bit of healthy skepticism toward boilerplate language are your friends in this process.

Governance & Ongoing Management

Negotiating a favorable Salesforce MSA is a big win – but the work doesn’t stop after signing.

Enterprises need strong governance and management of the agreement throughout its lifecycle to truly limit liability and enforce indemnity protections. Here’s how to stay on top of it:

Maintain a Contract Repository and Summary: Store the executed MSA and all amendments in an accessible repository for your legal/procurement team. It’s surprising how often organizations lose track of the exact terms they negotiated. Create a one-page summary of key risk terms (liability cap, any special carve-outs, indemnity obligations, notice periods, etc.) and circulate it to stakeholders. This ensures that everyone, from IT project managers to the security team, is aware of the guardrails and their respective responsibilities under the contract.
Monitor Compliance with the Contract: Ongoing management involves ensuring that both parties fulfill their obligations. For Salesforce, if your contract outlines specific obligations (such as an SLA, certain security measures, or proof of insurance), schedule regular checkpoints to verify these. For example, if Salesforce must maintain a certain certification or provide an annual SOC2 report, make sure you obtain and review it each year. Likewise, ensure your company is complying with any use restrictions or security responsibilities you agreed to – non-compliance on your part could void indemnities or give Salesforce an excuse to deny liability later.
Incident Response Plan: Prepare an internal playbook for what to do if a serious incident happens (outage, breach, legal claim). This should include referencing the contract, as it outlines the specific requirements for notifying Salesforce of a claim to invoke indemnification, the remedies available for downtime, and a strategy for engaging with Salesforce at the executive level in the event of a crisis. Having this plan means if an incident occurs, you won’t waste precious time scrambling to interpret contract clauses – you’ll already know the steps and escalation paths.
Periodic Risk Review: At least annually (perhaps aligned with Salesforce contract renewal cycles), convene the stakeholders to review how risk is being managed. Ask questions: Has our usage of Salesforce changed in a way that increases exposure (e.g., storing more sensitive data)? Have there been any near-miss incidents or smaller downtime events? What can we learn from them in terms of contract or contingency? Use these reviews to decide if you need to negotiate any adjustments at renewal or if there are internal measures to implement (like stronger data backups or alternative processes during outages). This keeps the risk conversation alive, rather than a one-time conversation at signing.
Change Control for Terms: Ensure that any new purchase with Salesforce (including additional products, acquisitions such as Slack or MuleSoft that come with their own terms, etc.) is reviewed through the lens of your established risk terms. Salesforce offers many products and sometimes might present a click-through agreement for a new add-on. Your procurement governance should route all these to legal review to either bring them under your negotiated MSA or to negotiate consistent terms. Never assume a new Salesforce product uses the same terms – verify it. It’s easier to negotiate before you commit to a new module than after you’ve rolled it out.
Training and Awareness: Finally, incorporate basic training for your teams that use or administer Salesforce about the dos and don’ts that relate to liability. For example, your admins and users should know not to upload data that violates laws or third-party rights (to avoid triggering your indemnity of Salesforce). They should also know the process for reporting security incidents or suspected breaches promptly (since delay could affect indemnity or Salesforce’s obligations). A little awareness can prevent situations that lead to liability in the first place.

Good governance ensures that the risk protections you fought for in the contract are effective. It’s about operationalizing the contract. Think of it as an ongoing partnership health check – you’re making sure Salesforce continues to be the ally you negotiated them to be, and that your own house is in order so you remain protected.

Future Outlook

The dynamics around liability and indemnity in cloud contracts like Salesforce’s are gradually shifting, and enterprise customers should stay tuned to broader trends that could affect their negotiation stance in the future:

Increasing Customer Leverage: As cloud services mature, large enterprises (especially in regulated industries) are banding together, often through industry associations or forums, to demand more reasonable risk terms. There’s a growing recognition that “one-size-fits-all” MSAs won’t work when critical infrastructure is at stake. In the coming years, Salesforce may face pressure – from its largest clients or even regulatory bodies – to offer more balanced terms, such as improved data breach commitments or transparent uptime guarantees. Enterprise buyers can expect slightly more wiggle room as this pressure increases. We might see Salesforce introduce tiered “assurance programs” (for a price) where customers can pay for enhanced support and higher liability caps, for example.
Regulatory and Legal Changes: Around the world, regulators are focusing on cloud providers and outsourcing risk. Financial services regulations, for instance, require banks to ensure their cloud providers (such as Salesforce, if used for critical banking data) accept certain liability or have strong indemnities for issues like data security. Privacy laws are also holding both data controllers and processors accountable for breaches. This climate may indirectly force vendors like Salesforce to soften their stances or at least engage in more customized terms with clients who fall under these regimes. Keep an eye on legislation – if, for instance, the EU or US starts holding service providers more accountable by law, your negotiating hand automatically strengthens.
Market Competition and Alternatives: While Salesforce remains a dominant CRM platform, alternatives (like Microsoft Dynamics 365, SAP Customer Experience, or smaller cloud innovators) are nipping at its heels, sometimes offering more customer-friendly contract terms as a differentiator. If competitors start advertising “more customer-friendly contracts” (for example, promising flexible terms or better liability sharing), Salesforce may need to respond to avoid losing deals. In the future, we could see Salesforce touting security guarantees or customer trust programs that implicitly address these issues. As a customer, the more competitive the landscape, the more you can compare and push for the best terms among your options.
Evolution of Indemnity Scope: The nature of what enterprises need indemnity for is evolving. Ten years ago, IP infringement was a big concern (and it still is). In the future, areas like AI-driven errors, compliance violations, and data misuse might become front and center. Salesforce is integrating AI and more automation into its platform – expect them to introduce new disclaimers for things like AI outputs or automated decision-making. Future negotiations may involve indemnities related to AI (e.g., if Salesforce’s AI provides a harmful recommendation that causes damage, who is liable?). Being aware of these coming issues will prepare enterprises to negotiate new kinds of protections, not just the traditional ones.
Insurance and Risk-Sharing Innovations: We anticipate the emergence of more creative risk-sharing solutions in the cloud contract space. This could involve third-party insurance products or vendor-offered insurance-like guarantees. For example, one day Salesforce might partner with insurers to offer a “liability extension” policy: if they won’t budge on contract caps, they might facilitate an insurance coverage that a customer can purchase to cover certain losses. While this isn’t the reality yet, forward-thinking procurement officers should watch for such developments as an additional tool. It’s always better to obtain a contractual commitment from Salesforce directly, but if not, the market may offer alternative ways to hedge the risk.

In summary, the future looks cautiously optimistic for enterprise buyers – there is a trend toward greater awareness and pushback against unfair liability clauses.

However, change is slow. Enterprises should not assume the contract will improve on its own over time; you must continue to be vigilant and assertive in each negotiation.

By staying informed about industry trends and legal changes, you can approach Salesforce each time with a stronger case and more modern expectations of what a fair contract looks like.

Read more about our Salesforce Contract Negotiation Service.

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