Order Form - Enterprise SaaS (Alabama)

ORDER FORM - ENTERPRISE SaaS

STATE OF ALABAMA

PARTIES

1. SUBSCRIPTION DETAILS

2. LICENSED CAPACITY

3. FEES AND PAYMENT

Total First-Year Fees: $[AMOUNT]

Payment Terms:

• Invoices due within [30] days of invoice date
• Late payment interest: [1.5]% per month or maximum permitted under Alabama law (Ala. Code § 8-8-1), whichever is less
• All fees exclusive of taxes; Customer responsible for applicable Alabama sales and use taxes

4. SERVICE LEVELS

☐ SLA credits apply per attached SLA Policy (Attachment B)

5. PROFESSIONAL SERVICES (IF APPLICABLE)

6. DATA PROCESSING

☐ Personal data will be processed under this Order
☐ Data Processing Addendum (DPA) attached as Attachment D
☐ Data will be stored in: [REGION/DATA CENTER]

Alabama-Specific Requirements:

• Provider shall comply with Alabama Data Breach Notification Act (Ala. Code § 8-38-1 et seq.) regarding breach notification
• Security breach notification required within [X] days of discovery

7. ATTACHMENTS INCORPORATED

☐ Attachment A: Master Services Agreement / SaaS Agreement
☐ Attachment B: SLA Policy
☐ Attachment C: Support Policy
☐ Attachment D: Data Processing Addendum
☐ Attachment E: Security Addendum
☐ Attachment F: Acceptable Use Policy
☐ Attachment G: Statement of Work (if applicable)

8. SPECIAL TERMS

[ADDITIONAL TERMS SPECIFIC TO THIS ORDER]

9. ORDER OF PRECEDENCE

In the event of conflict, documents govern in the following order:

1. This Order Form
2. Data Processing Addendum / Security Addendum
3. Master Services Agreement / SaaS Agreement
4. SLA Policy / Support Policy
5. Acceptable Use Policy

10. GOVERNING LAW

This Order Form is governed by the laws of the State of Alabama. Any dispute shall be resolved in accordance with the dispute resolution provisions of the Master Services Agreement, with venue in the state or federal courts located in [COUNTY] County, Alabama (e.g., Jefferson County for Birmingham, Montgomery County for Montgomery).

11. INTELLECTUAL PROPERTY

Provider IP. Provider retains all right, title, and interest in the SaaS platform, software, documentation, APIs, tools, methodologies, and underlying technology ("Provider IP"). Nothing in this Order Form transfers ownership of Provider IP to Customer.

Customer Data. Customer retains all right, title, and interest in all data, content, and information uploaded to, processed by, or generated through Customer's use of the platform ("Customer Data"). Provider acquires no rights in Customer Data except the limited license granted below.

License Grants:

☐ Provider to Customer: Non-exclusive, non-transferable license to access and use the platform during the Subscription Term for Customer's internal business purposes.

☐ Customer to Provider: Non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to provide and maintain the services.

Feedback. Customer suggestions or feedback regarding the platform may be used by Provider to improve, enhance, or modify the platform and its related offerings without restriction, obligation, or compensation to Customer.

Customizations:

☐ Custom integrations developed under this Order Form shall be owned by: ☐ Provider (with perpetual license to Customer) ☐ Customer (work for hire) ☐ Jointly owned by both parties

Alabama Practice Note: Work-for-hire ownership is narrowly defined under federal copyright law (17 U.S.C. § 101) and must fall within one of nine enumerated categories to qualify. See Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989). Alabama does not have a state-specific statute restricting employer invention assignment agreements. Practitioners should ensure that any IP assignment or work-for-hire provisions are clearly documented and supported by adequate consideration.

12. ELECTRONIC SIGNATURES

The parties agree that this Order Form and any related documents may be executed by electronic signature, which shall be considered as valid and binding as an original handwritten signature. Electronic signatures are recognized under the Alabama Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001-7031). Each party agrees that its electronic signature shall have the same legal effect, validity, and enforceability as a manually executed signature.

13. SIGNATURES

By signing below, the parties agree to the terms of this Order Form and all incorporated attachments.

PROVIDER:

CUSTOMER: