Who Actually Owns Your Code? SaaS Legal Landmines with Gabriel Saade

What does an IP lawyer see when they look under the hood of a SaaS company? Usually, surprises — and not the good kind. In this episode of SaaS That App – Building Tech-Enabled Businesses, hosts Aaron Marchbanks and Justin Edwards sit down with Gabriel Saade, partner at DarrowEverett LLP, to unpack the legal foundations every tech founder needs to get right early. The conversation explores trademark diligence, structuring software development agreements, protecting against risky vendor overlays, and the emerging complications of AI-generated work product.

What You’ll Learn:

How to avoid the "ownership blindside."
Why trademark diligence in Year One prevents million-dollar pivots later
The critical contract clause every software development agreement must include
Protecting your company from predatory service overlays disguised as compliance solutions:
The AI-generated work product ownership trap
Why your outside general counsel needs litigation experience

Gabriel Saade is a Partner at DarrowEverett LLP and Chair of the firm's Intellectual Property and Technology Practice, bringing deep expertise in protecting intellectual property, structuring complex deals, and navigating mergers and acquisitions for growth-stage companies. With a unique background spanning litigation, entrepreneurship, and outside general counsel services to over 100 businesses, Gabriel combines real-world startup experience with sophisticated legal strategy. In this episode, he unpacks critical legal blind spots that founders and tech leaders encounter early in their journey, from trademark and IP ownership pitfalls to emerging challenges in AI-assisted development, while sharing battle-tested insights on building legally resilient, scalable companies.

This podcast is brought to you by Delta Systems, your one-stop shop for front-end, back-end, and full-stack software development. At Delta, Justin and Aaron share the same philosophy when it comes to clients: they treat people like colleagues, not just customers. Maybe that’s why Delta typically spends years working with the same companies: how many software engineering firms can you say that about? So, if you’ve got a big SaaS project in mind but have no idea where to start, come and get a free scope and estimate from Delta Systems on their website.

Got a burning idea for an episode, or a SaaS question you absolutely must know the answer to? Leave us a voice memo at SaasThatApp

Highlights:

[00:00] Intro
[00:02:30] From Failed Baseball Player to IP Law Expert
[00:07:10] Network Over Credentials: Building Your Law Firm Through Relationships
[00:11:41] The Cash-Flow Reality Check: Plan for Disruption Before It Hits
[00:12:53] What Outside General Counsel Does and Why It Matters
[00:17:39] The ADA Compliance Trap: Overlays vs. Real Solutions
[00:23:57] When Compliance Becomes Extortion: The ADA Lawsuit Crisis
[00:32:11] Early-Stage Mistakes That Haunt Tech Companies Later
[00:35:18] Trademark Diligence in Year One Prevents Million-Dollar Pivots
[00:37:07] Prevent Shareholder Warfare: Register IP in the Company's Name
[00:40:02] Own Your Code: Make Work-Product Assignment Automatic
[00:43:11] AI-Generated Work Product Requires Explicit Contractual Guardrails
[00:44:50] Key Takeaways & Where to Connect with Gabriel Saade

Episode Resources:

Gabriel Saade on LinkedIn
DarrowEverett LLP Website
Aaron Marchbanks on LinkedIn
Justin Edwards on LinkedIn
Delta Systems Website