Order Form - Enterprise SaaS (Tennessee)

ORDER FORM - ENTERPRISE SaaS

STATE OF TENNESSEE

Order Form Number: [________________________________]

Order Form Effective Date: [__/__/____]

Master Agreement Reference: [________________________________] dated [__/__/____]

SECTION 1: PARTY INFORMATION

1.1 Provider (Vendor) Information

1.2 Customer Information

SECTION 2: SUBSCRIPTION DETAILS

2.1 Licensed Products and Services

2.2 Subscription Tier Details

Selected Subscription Tier: (check one)

☐ Standard Tier

• Core platform functionality
• Standard support (business hours)
• 99.5% uptime SLA
• Community forum access

☐ Professional Tier

• All Standard features plus:
• Advanced analytics and reporting
• Priority support (extended hours)
• 99.9% uptime SLA
• API access

☐ Enterprise Tier

• All Professional features plus:
• Unlimited customization
• Dedicated support with named representative
• 99.95% uptime SLA
• Custom integrations
• Advanced security features
• Dedicated infrastructure option

2.3 User Licensing

User Overage Policy:

☐ Hard cap - Access denied when limit reached

☐ Soft cap - Overage billed at $[________] per user per month

☐ True-up - Quarterly reconciliation of actual usage

☐ Burst capacity - [____]% overage allowed for [____] days before billing adjustment

2.4 Resource Allocations and Limits

SECTION 3: SUBSCRIPTION TERM

3.1 Initial Term

Initial Subscription Term: [________] months/years

Term Start Date: [__/__/____]

Term End Date: [__/__/____]

3.2 Renewal Terms

☐ Auto-Renewal: This Order Form will automatically renew for successive periods of [________] months/years unless either party provides written notice of non-renewal at least [____] days prior to the end of the then-current term.

☐ Manual Renewal: This Order Form will expire at the end of the Initial Term unless the parties execute a renewal Order Form.

Renewal Price Adjustment:

☐ Renewal at then-current list prices

☐ Renewal at [____]% annual increase cap

☐ Renewal at fixed rate of $[________________] per year

☐ CPI adjustment based on Consumer Price Index for All Urban Consumers (CPI-U)

☐ Other: [________________________________]

3.3 Early Termination

Termination for Convenience by Customer:

☐ Not permitted during Initial Term

☐ Permitted with [____] days written notice and payment of early termination fee equal to [____]% of remaining subscription fees

☐ Permitted after [____] months with [____] days written notice

Termination for Cause:

Either party may terminate this Order Form immediately upon written notice if the other party materially breaches any term of the Master Agreement or this Order Form and fails to cure such breach within [____] days (or [____] days for non-payment) after receiving written notice specifying the breach.

SECTION 4: PRICING AND FEES

4.1 Subscription Fees

Annual Subscription Subtotal: $[________________]

4.2 One-Time Fees

One-Time Fees Subtotal: $[________________]

4.3 Professional Services Fees

Professional Services Subtotal: $[________________]

4.4 Fee Summary

Tennessee SaaS Tax Note: Tennessee imposes sales and use tax on SaaS and remotely accessed computer software. Under Tennessee Revenue Rule 1320-05-01-.129 and TCA Section 67-6-231, amounts charged to access and use software that remains in the seller's possession (SaaS) are subject to the state sales tax rate of 7% plus applicable local taxes (often 2.25%-2.75%), bringing the combined rate to approximately 9.25%-9.75% in many jurisdictions. Both prewritten and custom software accessed remotely are taxable in Tennessee.

Tax Exemption: ☐ Customer claims tax exemption (attach valid Tennessee Sales and Use Tax Exemption Certificate)

4.5 Payment Terms

Payment Schedule:

☐ Annual payment in advance due within [____] days of invoice

☐ Quarterly payments in advance due within [____] days of invoice

☐ Monthly payments in advance due within [____] days of invoice

☐ Custom schedule: [________________________________]

Payment Method:

☐ ACH/Wire Transfer

☐ Check

☐ Credit Card (subject to [____]% processing fee)

☐ Other: [________________________________]

Late Payment: Overdue amounts shall accrue interest at the rate of [____]% per month (not to exceed the maximum rate permitted under Tennessee law, currently 10% per annum under TCA Section 47-14-103 absent a written agreement specifying a higher rate up to 24%) from the due date until paid in full.

Invoice Delivery: Invoices shall be sent to Customer at:

Email: [________________________________]

Address: [________________________________]

SECTION 5: SERVICE LEVEL AGREEMENT (SLA)

5.1 Uptime Commitment

Guaranteed Uptime Percentage: [________]% (measured monthly)

Selected Uptime Guarantee: ☐ 99.99% ☐ 99.95% ☐ 99.9% ☐ 99.5% ☐ Other: [____]%

5.2 Uptime Calculation and Exclusions

Uptime Calculation: Monthly Uptime Percentage = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100

Excluded from Downtime Calculation:

☐ Scheduled maintenance windows (with [____] hours advance notice)

☐ Emergency maintenance required for security or stability

☐ Downtime caused by Customer's systems, networks, or actions

☐ Force majeure events

☐ Third-party service provider outages beyond Provider's reasonable control

☐ Suspension of service due to Customer's breach

5.3 Service Credits

Maximum Monthly Service Credit: [____]% of monthly subscription fees

Service Credit Request: Customer must submit service credit requests within [____] days of the end of the applicable month via [________________________________].

Credit Application: Service credits will be applied to Customer's next invoice and are non-refundable and non-transferable.

5.4 Performance Metrics

SECTION 6: SUPPORT SERVICES

6.1 Support Tier Selection

☐ Standard Support

• Email support only
• Response time: [____] business hours
• Business hours: Monday-Friday, 9:00 AM - 5:00 PM CT/ET
• Access to knowledge base and documentation
• Community forum access

☐ Premium Support

• Email and phone support
• Response time: [____] business hours
• Extended hours: Monday-Friday, 7:00 AM - 9:00 PM CT/ET
• Priority ticket queue
• Quarterly business reviews

☐ Enterprise Support

• Email, phone, and chat support
• Response time: [____] hours (24x7 for critical issues)
• 24x7x365 availability for Severity 1 issues
• Dedicated Customer Success Manager
• Named technical support representative
• Monthly business reviews
• Direct escalation path to engineering

6.2 Incident Severity Levels and Response Times

6.3 Support Contacts

Provider Support Contact Information:

• Support Email: [________________________________]
• Support Phone: [________________________________]
• Support Portal URL: [________________________________]
• Emergency Hotline (Severity 1): [________________________________]

Customer Authorized Support Contacts:

SECTION 7: IMPLEMENTATION AND ONBOARDING

7.1 Implementation Services

☐ Self-Service Implementation

• Access to setup documentation
• Standard configuration templates
• Online training resources

☐ Guided Implementation

• Implementation project manager assigned
• Configuration assistance ([____] hours included)
• Data migration support ([____] hours included)
• Standard training sessions ([____] sessions)

☐ Full-Service Implementation

• Dedicated implementation team
• Custom configuration and development
• Complete data migration services
• Comprehensive training program
• User acceptance testing support
• Post-launch support period: [____] days

7.2 Implementation Timeline

Target Go-Live Date: [__/__/____]

7.3 Customer Implementation Responsibilities

Customer agrees to:

☐ Assign a project manager and key stakeholders

☐ Provide timely access to systems, data, and personnel

☐ Complete configuration decisions within [____] business days of request

☐ Review and approve deliverables within [____] business days

☐ Ensure end-user participation in training sessions

☐ Complete user acceptance testing within [____] business days

☐ Provide production data in agreed-upon format

7.4 Training Services

SECTION 8: PROFESSIONAL SERVICES

8.1 Included Professional Services

8.2 Professional Services Rates

Rate Lock Period: Professional services rates are locked for [____] months from the Order Form Effective Date.

8.3 Statement of Work (SOW) Process

Additional professional services shall be governed by separate Statements of Work referencing this Order Form and the Master Agreement. Each SOW shall include:

☐ Detailed scope of services

☐ Deliverables and acceptance criteria

☐ Timeline and milestones

☐ Fees and payment schedule

☐ Customer responsibilities

☐ Change control procedures

SECTION 9: DATA PROCESSING AND SECURITY

9.1 Data Processing Addendum

☐ The Data Processing Addendum ("DPA") attached as Exhibit A is incorporated by reference and governs Provider's processing of Customer Personal Data.

☐ The parties agree to execute Provider's standard DPA available at: [________________________________]

☐ Custom DPA negotiated between the parties dated [__/__/____]

9.2 Data Classification and Handling

9.3 Tennessee Data Breach Notification

Provider acknowledges its obligations under Tennessee's Identity Theft Deterrence Act (TCA Section 47-18-2107) and agrees to:

☐ Notify Customer without unreasonable delay (and in no event later than [____] hours) upon discovery of any security breach affecting Customer data

☐ Cooperate with Customer in investigating and responding to any security breach

☐ Provide reasonable assistance to Customer in complying with breach notification requirements under TCA Section 47-18-2107, including notification to affected Tennessee residents no later than forty-five (45) days from discovery or notification of the breach

☐ Maintain appropriate security measures to protect Customer data from unauthorized access

☐ Where a breach affects more than one thousand (1,000) Tennessee residents, notify the Tennessee Comptroller's Division of State Audit and all consumer reporting agencies as required by TCA Section 47-18-2107(e)

☐ Include in breach notifications the information required by TCA Section 47-18-2107(d), including the types of personal information involved, a description of the incident, toll-free numbers for credit reporting agencies, and the contact information for the Federal Trade Commission

9.4 Data Location and Residency

Primary Data Center Location: [________________________________]

Backup/DR Data Center Location: [________________________________]

Data Residency Requirements:

☐ No restrictions - Data may be processed globally

☐ United States only - Data must remain within U.S. borders

☐ Specific states: [________________________________]

☐ Other restrictions: [________________________________]

9.5 Security Certifications and Compliance

Provider maintains the following certifications and compliance standards:

☐ SOC 2 Type II

☐ ISO 27001

☐ HIPAA (if applicable)

☐ PCI-DSS Level [____]

☐ FedRAMP (Level: [________])

☐ GDPR Compliant

☐ Other: [________________________________]

SECTION 10: INTEGRATIONS AND TECHNICAL REQUIREMENTS

10.1 Third-Party Integrations

10.2 Single Sign-On (SSO) Configuration

☐ SSO not required

☐ SSO required via:

• ☐ SAML 2.0
• ☐ OAuth 2.0
• ☐ OpenID Connect
• ☐ LDAP
• ☐ Active Directory Federation Services

Identity Provider: [________________________________]

10.3 API Access

☐ API access included

☐ API access not included

API Rate Limits: [________] requests per [________]

API Documentation: [________________________________]

SECTION 11: GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

This Order Form shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. The parties acknowledge that SaaS agreements are generally treated as service contracts under Tennessee common law rather than transactions in goods governed by UCC Article 2 (TCA Title 47, Chapters 1-9). This Order Form shall be interpreted under common law principles applicable to service contracts.

11.2 Venue and Jurisdiction

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [________________________________] County, Tennessee for any legal proceedings arising out of or relating to this Order Form. Federal actions may be brought in the United States District Court for the [☐ Eastern ☐ Middle ☐ Western] District of Tennessee.

11.3 Dispute Resolution

☐ Litigation: All disputes shall be resolved through litigation in courts of competent jurisdiction in Tennessee.

☐ Arbitration: All disputes shall be resolved through binding arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [________________________________], Tennessee.

☐ Mediation First: Prior to initiating litigation or arbitration, the parties agree to participate in good-faith mediation for a period of at least [____] days.

11.4 Jury Trial Waiver

☐ JURY TRIAL WAIVER: EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS ORDER FORM OR THE TRANSACTIONS CONTEMPLATED HEREBY, TO THE FULLEST EXTENT PERMITTED UNDER TENNESSEE LAW.

SECTION 12: ADDITIONAL TERMS AND CONDITIONS

12.1 Order Form Precedence

In the event of any conflict between this Order Form and the Master Agreement, this Order Form shall control with respect to the specific subject matter hereof. In the event of any conflict between this Order Form and any exhibit or attachment hereto, this Order Form shall control unless the exhibit or attachment expressly states otherwise.

12.2 Entire Agreement

This Order Form, together with the Master Agreement, the DPA, and all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral.

12.3 Amendment

This Order Form may not be amended or modified except by a written instrument signed by authorized representatives of both parties.

12.4 Assignment

Neither party may assign this Order Form without the prior written consent of the other party, except that either party may assign this Order Form to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.5 Insurance Requirements

Provider shall maintain the following minimum insurance coverage:

☐ Commercial General Liability: $[________________] per occurrence

☐ Professional Liability/E&O: $[________________] per occurrence

☐ Cyber Liability: $[________________] per occurrence

☐ Workers' Compensation: Statutory limits

12.6 Tennessee Consumer Protection Compliance

Provider acknowledges and agrees to comply with the Tennessee Consumer Protection Act (TCA Section 47-18-101 et seq.), including but not limited to:

☐ Not engaging in any unfair or deceptive acts or practices in connection with the services provided under this Order Form as defined in TCA Section 47-18-104

☐ Providing truthful and accurate representations regarding the functionality, performance, and limitations of the SaaS platform

☐ Complying with the Tennessee Personal and Commercial Computer Act (TCA Section 39-14-601 et seq.) regarding data security and unauthorized computer access

12.7 Special Terms and Conditions

[________________________________]

[________________________________]

[________________________________]

12.8 Intellectual Property

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

Customer Data:
Customer retains all right, title, and interest in and to 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: Subject to Customer's compliance with this Order Form and the Master Agreement, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the platform during the Subscription Term solely for Customer's internal business purposes.

☐ Customer to Provider: Customer grants Provider a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely as necessary to provide and maintain the services, comply with applicable law, and enforce the terms of this Order Form.

Feedback:
If Customer provides suggestions, enhancement requests, or other feedback regarding the platform ("Feedback"), Provider may use such Feedback without restriction or obligation to Customer.

Customizations and Configurations:

☐ Custom integrations, workflows, or configurations developed by Provider specifically for Customer shall be owned by: ☐ Provider (with license to Customer) ☐ Customer (as work made for hire) ☐ Jointly

TENNESSEE PRACTICE NOTE: Under federal copyright law (17 U.S.C. § 101), SaaS platforms are protected as literary works. The subscription model grants a license to access, not ownership of, the underlying software. Tennessee does not have a state-specific statute restricting employee invention assignment agreements; general common law and federal intellectual property principles govern IP ownership in SaaS transactions. See Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989).

12.9 Electronic Signatures

This Order Form and all documents related hereto may be executed by electronic signature in accordance with the Tennessee Uniform Electronic Transactions Act (Tenn. Code Ann. §§ 47-10-101 to 47-10-123) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001-7031).

Electronic Signature Validity:

☐ The parties agree that electronic signatures applied to this Order Form shall have the same legal effect, validity, and enforceability as manually executed signatures.

☐ The parties consent to conduct this transaction by electronic means, including the delivery of notices, disclosures, and records in electronic form.

Accepted Electronic Signature Methods:

☐ Typed name in signature block transmitted via email

☐ Digital signature using PKI-based certificate

☐ Third-party e-signature platform (e.g., DocuSign, Adobe Sign)

☐ Click-through or click-wrap acceptance

☐ Other: [________________________________]

Record Retention:

☐ Each party shall retain electronic records of this Order Form in a form that is capable of being accurately reproduced for later reference, in accordance with Tenn. Code Ann. § 47-10-112.

TENNESSEE PRACTICE NOTE: Tennessee adopted the Uniform Electronic Transactions Act (Tenn. Code Ann. §§ 47-10-101 to 47-10-123), which provides that a record or signature may not be denied legal effect or enforceability solely because it is in electronic form. Under TCA § 47-10-107, a contract may not be denied legal effect solely because an electronic record was used in its formation. The federal E-SIGN Act (15 U.S.C. §§ 7001-7031) provides additional federal-level recognition. Both parties should ensure electronic signature processes satisfy the attribution and association requirements under TCA § 47-10-109.

SECTION 13: EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are incorporated by reference:

☐ Exhibit A: Data Processing Addendum (DPA)

☐ Exhibit B: Service Level Agreement Details

☐ Exhibit C: Implementation Statement of Work

☐ Exhibit D: Security and Compliance Documentation

☐ Exhibit E: Acceptable Use Policy

☐ Exhibit F: Product/Service Specifications

☐ Exhibit G: Customer-Specific Terms

☐ Exhibit H: [________________________________]

SECTION 14: SIGNATURES

By signing below, the authorized representatives of each party acknowledge that they have read this Order Form, understand its terms, and agree to be bound by its provisions. Each signatory represents and warrants that they have the authority to bind their respective organization to this Order Form.

Provider

Provider Legal Entity Name: [________________________________]

Customer

Customer Legal Entity Name: [________________________________]

INTERNAL USE ONLY

NOTICE TO CUSTOMER: This Order Form is subject to and incorporates by reference the Master Agreement between Provider and Customer. Customer acknowledges receipt of and agrees to be bound by the Master Agreement, including all terms related to limitation of liability, indemnification, intellectual property rights, confidentiality, and termination. If Customer has not executed a Master Agreement with Provider, Customer's signature on this Order Form constitutes acceptance of Provider's standard Master Agreement available at [________________________________].

This template is intended for use with enterprise SaaS agreements governed by Tennessee law. Under Tennessee law, courts apply the predominant purpose test to determine whether mixed goods/services contracts are governed by UCC Article 2 (TCA Title 47) or common law. SaaS agreements are generally treated as service contracts subject to common law principles. Tennessee imposes a 7% state sales tax plus applicable local taxes (often totaling 9.25%-9.75%) on SaaS and remotely accessed software per TCA Section 67-6-231 and Revenue Rule 1320-05-01-.129. Data breach notification must be provided within forty-five (45) days of discovery under TCA Section 47-18-2107. This document should be reviewed by qualified legal counsel before execution.