A hospital wants to pilot my healthcare SaaS — how do I protect ownership and negotiate the deal?

The employee + first-customer dynamic makes this unusually interesting.

Curious whether the hospital’s biggest concern is ownership of the infrastructure, or ownership/control of the product itself.

UPDATE: The meeting went better than I expected

A few hours ago, I presented FibroTrack to a room that included people from Innovation, Quality, Infection Control and the hospital’s management.

I was extremely nervous because I expected to be pushed into a corner: asked to give away too much, accept exclusivity, or let the hospital use the product without a clear commercial path.

That didn’t happen.

I demonstrated the complete real-life workflow using the tablet, NFC reader and an actual fiberscope. They asked questions about traceability, patient searches, equipment history, audits, offline use and integration with the electronic clinical record.

The outcome:

• We agreed on a three-month pilot.
• Initially, the team will use FibroTrack alongside the existing paper records.
• We will define quantitative and qualitative indicators to measure time saved, paper reduction, fewer transcription errors, improved traceability and easier audits.
• They explicitly acknowledged that FibroTrack is my project and that I should be involved if it is later implemented in other hospital units.
• The Innovation representative said that, after the pilot, I will put a price on the solution and they will present it internally to the decision-makers.
• They also discussed publicly communicating the project and possibly interviewing me about it.

Everyone congratulated me several times, including senior management. As someone who works as a hospital assistant and built this from a problem I experience every day, that moment meant a lot.

Nothing has been sold yet and I know that an agreed pilot is not the same as a signed commercial contract. The next challenge is formalising the scope, responsibilities, data protection, intellectual property and what happens after the pilot.

But yesterday I was afraid I would walk into that room and lose control of my project.

Instead, I walked out with a three-month pilot, recognition of my ownership, a possible path to expansion and the right to put my own price on the solution.

Thank you to everyone here who gave me advice before the meeting.

What would you make absolutely sure was written down before the pilot begins?

Bring it as pre-existing IP, stated, not asked. In the pilot agreement that's a Background IP clause: FibroTrack existed before the pilot, the hospital gets a non-exclusive licence to use it for the pilot's duration, and anything you build specifically for them is negotiated separately. Attach a short annex with the chronology you just wrote out: dates, your own equipment, outside your duties. What I'd still buy before the meeting is one hour with a Portuguese employment lawyer, because default rules on employee inventions differ by country and a local yes is worth more than any forum's. And keep the second file open: the moment a real patient record enters the pilot, ownership stops being the risky question and the DPA becomes the one that can sink it.

Thank you all for the advice — I’ve read every response carefully.

The meeting with the hospital director, the innovation team and the Infection Prevention and Control team is taking place in a few hours. I’m going into it focused on defining the pilot and its boundaries, without making any immediate commitments regarding ownership, exclusivity or the future of FibroTrack.

At the end of the day, I’ll come back and update this thread with exactly what happened, what they asked me and what they proposed.

Thank you again — your advice has genuinely helped me prepare.

The ownership question is the whole negotiation, and right now it is not a contract question yet. It is an employment question.

Before Monday, read your employment contract and whatever IP or invention assignment clause sits in it, plus what your jurisdiction says by default about work created by an employee in the exact domain they are employed in. That single fact decides whether you walk in as an owner licensing something, or as an employee asking permission. Everything else on your list depends on the answer. If it reads ambiguously, one paid hour with an IP lawyer before the meeting is the highest return money you will spend on this, because it changes what you should say in the room.

On the meeting itself: your objective is not to agree anything. It is to listen, and to leave without conceding ownership either explicitly or by implication. Large organisations negotiate by implication. "We will put our team on it to help you finish" and "we would host it on our infrastructure" sound like support in the moment and can later be retold as a story about co-development. Some version of "I would like to understand what a pilot looks like for you before I propose terms" is enough. Take notes, thank them, then write the proposal yourself afterwards. Whoever writes the first document frames the deal.

On your specific questions:

Free or paid. A free pilot is fine. Free and open ended is not. Time-box it, define numerically what success means before it starts, and write down what you get in exchange: a named reference, a case study you are allowed to publish, an agreed metric you are allowed to quote, and a defined path to a paid contract if that metric is hit. A pilot with no end date and no success criteria is not a pilot, it is unpaid work with an ownership claim attached to it.

Separating the licence from the IP. Put it in plain words in the document: you grant a limited, non transferable, revocable licence to use the software for the pilot period, and you are not selling, assigning or co-developing anything. No source code access. Watch the infrastructure request carefully, because "we need it on our own servers" quietly becomes "we need a copy of the code." You can deploy an instance into their environment that you retain control over without handing over source.

Exclusivity. Do not give it away as part of a pilot. Exclusivity is something you sell, not something you concede to get started. If they push, narrow it hard: one named institution, one country, a term of about a year, contingent on a minimum revenue commitment, lapsing automatically if they miss it. Exclusivity without a revenue floor is how a product dies quietly.

Acquisition. Fine to leave on your list, but do not let it surface in the first meeting. Any number quoted before you have a pilot result is low by definition, because you have no evidence yet and no second customer to price against.

The imbalance in experience you mention is real, but it is not fatal, and it cuts the other way on one dimension. They cannot easily replace 16 years of your process knowledge, and the people in that room know it. What usually costs founders these deals is speed rather than sophistication. Slow it down, get things in writing, decide nothing in the room.

Huge congrats on getting to this point. I’m not the B2B SaaS / healthcare IP expert you’re specifically asking for, so take this as adjacent founder empathy rather than advice.

My non-lawyer instinct would be not to use the first meeting to negotiate the whole deal. Use it to define the pilot shape, the success criteria, who owns what, and what they actually need from you technically. I would be very cautious about signing anything in the room.

This feels like the kind of moment where a small amount of legal help before the meeting could protect a huge amount of future value.

Good luck ; )

I’d make Monday a boundary-setting meeting, not a deal-closing meeting.

The biggest risk is letting four different things get bundled together: your existing software/IP, the hospital’s data and infrastructure, the pilot work itself, and the commercial rights after the pilot.

I’d walk in with a one-page boundary map:

1. Existing product/IP
   The pilot does not transfer source code or ownership. The hospital receives only a defined, time-limited right to test the product, subject to a formal agreement and legal review.

2. Data and infrastructure
   The hospital can control its patient data and can require an approved infrastructure/security setup without that automatically meaning it owns FibroTrack.

3. Pilot exchange
   You provide defined pilot use and support. They provide approved workflow access, staff/IT participation and permission to measure agreed outcomes.

4. Success and exit
   Set a fixed duration, 2-4 measurable success criteria, who measures them, and what happens when the pilot ends. A successful pilot should not automatically create perpetual usage rights.

5. After the pilot
   Treat licensing, pricing, exclusivity, acquisition or any broader rights as a separate negotiation based on measured results.

If they argue that their staff, IT and security resources justify a concession, I’d offer reversible value instead: free or discounted use during the defined pilot, priority implementation, or a bounded first-customer commercial benefit if the pilot succeeds.

I would not pay for access with irreversible IP.

One important gate comes before signing anything: the absence of an IP-assignment clause in your employment contract is useful context, but it does not by itself settle ownership under Portuguese law. I’d get independent Portuguese legal advice before signing any document affecting ownership or commercial rights.

The one fact that changes the risk most: at a high level, was any part of FibroTrack built or tested using hospital time, equipment, systems or patient data, or entirely using your own resources? No confidential details needed.

Most replies are rightly focusing on IP and your employment contract. One additional point I would take into Monday’s meeting is that the pilot is also a costing exercise. Before agreeing to free or paid, list every resource the prototype does not make visible — hosting, cybersecurity review, integration, support, insurance, and legal or data-protection work — and clarify who will bear each cost. Otherwise, a “free” pilot can quietly become an open-ended development commitment.
For this first meeting, I would try to leave with the hospital’s proposed scope, approval process and success criteria in writing, rather than agreeing final terms in the room. That gives you room to review the legal and financial structure independently.
I work with GAPIC, a Portuguese accounting firm, so I want to be transparent about my connection to the business-structure side. If useful, I can share here a short checklist for separating pilot costs, company setup and post-pilot pricing.

I think the main thing is not to try and negotiate the entire future of FibroTrack in the first meeting. Your goal should be to understand what the hospital actually wants, see what a pilot could look like, and avoid giving away any IP or exclusivity before you’ve even validated the product commercially.

I’d make sure the ownership side is very clear. The hospital can own its own data and infrastructure if that’s required, while you retain ownership of the software, source code, workflows and the underlying technology. A pilot agreement should clearly state that they are getting a limited licence to test the system, not ownership of the product.

If you do a free pilot, make sure you’re getting something meaningful in return. Access to the right users, proper feedback, clear success criteria, a defined pilot period, measurable results and ideally permission to use them as a case study or reference if the pilot goes well. I’d also try to establish what happens after the pilot if they want to continue using it.

I definitely wouldn’t agree to exclusivity, source code ownership, perpetual rights or an acquisition price during the meeting. Those are things you can discuss later once you understand the value and have had time to review everything properly.

Also, because you’re currently an employee of the organisation, I’d strongly recommend getting independent legal advice about your employment agreement and IP ownership before signing anything. That might actually be the most important thing to clarify first.

From my own (much smaller) experience running a free pilot: it validated that the product worked, not that anyone would pay for it — two different questions, easy to walk away from a "successful" pilot with only the first one answered. Before Monday I'd nail down a hard success metric and a hard end date. On IP: license the software, keep source-code ownership out of the pilot conversation entirely — that's a separate negotiation once you have real leverage from results.

The pilot terms matter less than what your employment contract already says about inventions created during employment, because in a lot of jurisdictions that clause quietly decides ownership before you even sit down. Read it before Monday and have a Portuguese employment lawyer read it too, since that one page determines whether you are negotiating or asking permission. Second thing: price the pilot, even at a token number, because a paid pilot is a customer relationship and a free one is an internal project.

That is exactly the part I need help thinking through. I expect the hospital to ask what it will receive in return for authorising the pilot.

My initial idea is to offer a free, time-limited pilot, including use of FibroTrack during that period, access to the pilot results, and preferential commercial terms if it succeeds — but without transferring intellectual property or granting open-ended exclusivity.

What would you consider a fair exchange for a hospital providing access to the real workflow, staff time and institutional approval? What should the hospital receive, and what should I request in return besides permission to run the pilot — for example, the right to use anonymised results and, subject to approval, present the hospital as the first pilot institution?

Pilot success measurement is hidden negotiation. Define what "success" means explicitly before the pilot starts - adoption %, response time improvements, workflow changes. Measurement frequency matters too - measure at 2 weeks, 4 weeks, 8 weeks. Whoever controls the measurement boundary controls the outcome. Without explicit metrics, the hospital measures "minimal disruption" while you measure "early adoption velocity."

Two things that will decide more on Monday than the ownership conversation itself.

Read your employment contract before the meeting. If it assigns work made in your field to your employer, ownership is not something you are negotiating on Monday. It is something you are asking them to hand back. Those are two very different rooms to walk into, and you want to know which one you are in before they tell you.

Then the data. In a pilot you are the processor and the hospital is the controller, so the patient identifiers are theirs, held under their instructions. Two consequences people miss. You cannot reuse that data to improve FibroTrack unless the agreement says you can, in writing. And you want a data processing agreement signed before the first record exists, with Firebase named as a sub-processor, because their security review will ask where health data sits and who else can reach it. We run a DPA with a named sub-processor register for a far less sensitive product than yours. Adding one to the register costs us fourteen days of notice and gives every customer a right to object. Worth getting that list right before the first signature, not after.

Bring that answer with you instead of waiting for the question. In a room with the infection control team, the person who already thought about data protection reads very differently from the person with a feature list.

One clause to watch: anything phrased as developed for us, or any exclusivity for the region. A free pilot in exchange for a named reference is a fair trade. An exclusive one ends the company you are trying to build.

The hidden negotiation here is about pilot success measurement. You need to define it explicitly before the pilot starts, not after. If they're measuring "system adoption by staff," your success bar is one thing. If they're measuring "reduced infection rates," it's another - and months of measurement delay. Embed pilot success criteria in the contract: specific metrics (adoption % among departments, time to close endoscope reprocessing cycle), measurement frequency, and what constitutes "pilot complete." Who controls the measurement boundary determines who controls the outcome. Make that visible in the deal, not in the implementation.