Order Form - Enterprise SaaS (Arizona)

ORDER FORM - ENTERPRISE SaaS

STATE OF ARIZONA

PARTIES

1. SUBSCRIPTION DETAILS

2. LICENSED CAPACITY

3. FEES AND PAYMENT

Payment Terms:

• Net [30] days
• Late payment interest: Maximum permitted under Arizona law (A.R.S. § 44-1201)
• Arizona Transaction Privilege Tax (TPT) applies as required

4. SERVICE LEVELS

☐ SLA credits apply per attached SLA Policy

5. DATA PROCESSING

☐ Personal data will be processed; DPA attached

• Arizona Data Breach Notification Law (A.R.S. § 18-551) compliance required

6. GOVERNING LAW

This Order Form is governed by Arizona law. Venue in [Maricopa/Pima] County, Arizona.

7. 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

Arizona 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). Arizona 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.

8. 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 Arizona Electronic Transactions Act (A.R.S. §§ 44-7001 through 44-7051) 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.

9. SIGNATURES

PROVIDER: _________________________________ Date: ___________

CUSTOMER: _________________________________ Date: ___________