Order Form - Enterprise SaaS (Vermont)

ORDER FORM - ENTERPRISE SaaS

STATE OF VERMONT

Use gate. This Order Form is effective only with the signed Master Agreement
identified below and its attached data, security, support, and service terms.
Do not use it as a clickwrap substitute or for a consumer, public-sector,
health, financial, education, insurance, employment, or other regulated
transaction without tailored terms.

Order Form Number: [________________________________]

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

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

☐ A complete signed copy is attached or stored at: [________________________________]

☐ Order-of-precedence conflicts and every Order Form override are stated in Section 12

☐ Customer type confirmed: private entity acting for business purposes

☐ Data, hosting, support, tax, IP, renewal, termination, and dispute schedules completed

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

Tax allocation: Attach the current transaction-specific tax schedule stating classification, sourcing, rates, exemptions, documentation, invoicing, collection/remittance responsibility, audit cooperation, and taxes based on each Party's income. This form does not hard-code a rate or exemption certificate type.

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 — select after counsel review: ☐ No late charge. ☐ Simple interest on undisputed overdue amounts at [____]% per year, not exceeding the maximum permitted rate. ☐ Other: [________________________________].

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 MT
• 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 MT
• 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 Security Incident and Legal-Notice Allocation

☐ Provider will notify Customer within [____] hours after confirming a Security Incident affecting Customer Data and provide known facts, containment steps, a contact, and scheduled updates.

☐ The DPA identifies the Parties' actual legal roles, covered individuals and data, systems, locations, investigation duties, risk analysis, notice decision-maker, legally responsible notifier, content, timing, regulator/third-party notice, costs, and public communications.

☐ Contract notice does not replace a shorter or role-specific duty.

☐ Provider maintains the safeguards and evidence selected in the Security Schedule.

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

☐ CCPA 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 follows the governing-law clause in the signed Master Agreement. If it includes goods, equipment, professional services, implementation work, or another mixed component, counsel shall classify that component and attach the required terms rather than assuming one legal regime.

11.2 Venue and Jurisdiction

Subject to jurisdiction and any mandatory venue rule, the selected court route is in courts serving [________________________________] County, Vermont, and a federal court with jurisdiction over that county.

11.3 Dispute Resolution

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

☐ Arbitration addendum: Attach a counsel-drafted addendum stating administrator, rules, seat, scope, arbitrator qualifications, provisional relief, discovery, confidentiality, fees, award form, court judgment, and any class or jury terms. This checkbox alone does not create an arbitration agreement.

☐ 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

☐ No contractual jury waiver.

☐ Each Party knowingly and voluntarily waives jury trial for a claim arising from this Order Form and acknowledges that the conspicuous clause was negotiable and reviewed with an opportunity for counsel.

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 or approved equivalent: [________________________________]

12.6 Specialized Transaction Gate

Before signature, attach tailored requirements for any consumer, public-sector, regulated-industry, professional-service, accessibility, tax, export, sanctions, data, employment, insurance, or other specialized feature. This Order Form makes no general compliance or tax representation.

12.7 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:
Select one: ☐ No feedback license. ☐ Customer grants Provider this defined license to voluntary Feedback, excluding Customer Data, Confidential Information, and inventions: [________________________________].

Customizations and Configurations:

☐ Custom integrations, workflows, or configurations are governed by an attached IP schedule stating ownership, licenses, transfer, sublicensing, modification, enforcement, and termination rights. This checkbox does not create work-made-for-hire or joint ownership.

IP gate: The Master Agreement and IP schedule—not a product label—must distinguish platform access, Provider materials, Customer Data, Deliverables, configurations, integrations, third-party components, open-source software, feedback, and any transferred rights.

12.8 Electronic Signatures

The Parties may sign this Order Form in counterparts and exchange authenticated signature pages electronically, subject to any transaction-specific signature, consent, record, delivery, notarial, filing, or retention formality identified by counsel.

Electronic Signature Provisions:

☐ Each signer intends the selected electronic method to authenticate this Order Form.

☐ The platform records signer identity, intent, document version, timestamps, delivery, and completion evidence.

☐ Delivery method and effective-receipt rule: [________________________________].

☐ Each Party consents to use the selected electronic method for this transaction.

Electronic Signature Platform: [________________________________]

Record Retention: Each Party will retain the signed Order Form and completion evidence for [____] years or the period stated in the Master Agreement.

Signature gate: Counsel must separately check exclusions, consent, attribution, delivery, record availability, retention, and any regulated or public-sector formality for the completed transaction.

12.9 Special Terms and Conditions

[________________________________]

[________________________________]

[________________________________]

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 subordinate to the identified signed Master Agreement. If no complete Master Agreement was signed or made available before signature, stop and attach or execute it; this Order Form does not silently create acceptance of terms hosted at an unspecified or changeable URL.

This private business-to-business Order Form must be reviewed with the signed Master Agreement and all completed schedules by qualified Vermont counsel and tax advisors before execution.