SaaS Agreement - Enterprise (Alaska)

SOFTWARE AS A SERVICE AGREEMENT (ENTERPRISE)

STATE OF ALASKA

TABLE OF CONTENTS

1. Parties and Order
2. Access Rights and Restrictions
3. Service Levels, Availability, and DR
4. Support Services
5. Customer Obligations
6. Fees and Payment
7. Security and Data Protection
8. Business Continuity and Disaster Recovery
9. Intellectual Property and Feedback
10. Confidentiality
11. Warranties and Disclaimers
12. Indemnities
13. Limitations of Liability
14. Term, Suspension, and Termination
15. Compliance (AUP, Export, Sanctions, Anti-Corruption)
16. Governing Law and Dispute Resolution
17. Miscellaneous
18. Signatures
19. Attachments

1. PARTIES AND ORDER

This Software as a Service Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] by and between:

Provider: [PROVIDER LEGAL NAME] ("Provider")
Customer: [CUSTOMER LEGAL NAME] ("Customer")

This Agreement incorporates the Order Form and attachments listed in Section 19.

2. ACCESS RIGHTS AND RESTRICTIONS

2.1 License Grant. Provider grants Customer a non-exclusive, non-transferable right to access and use the SaaS during the Subscription Term, subject to usage limits in the Order.

2.2 Restrictions. Customer shall not:
(a) Resell, sublicense, or distribute the SaaS;
(b) Disclose benchmarking results without Provider's consent;
(c) Reverse engineer, decompile, or disassemble the SaaS;
(d) Circumvent usage limits or security measures;
(e) Use for competitive analysis without permission.

2.3 User Responsibility. Customer is responsible for Users' compliance with this Agreement.

2.4 Usage Data. Provider may collect usage data for service improvement, subject to confidentiality obligations.

3. SERVICE LEVELS, AVAILABILITY, AND DR

3.1 Uptime Commitment. Provider commits to [99.9]% monthly uptime, excluding:
(a) Scheduled maintenance (with [48] hours' notice);
(b) Emergency maintenance;
(c) Force majeure events;
(d) Customer-caused issues.

3.2 SLA Credits. Service credits per SLA Policy (Attachment B) are Customer's sole remedy for SLA failures unless chronic failure triggers termination rights.

3.3 Maintenance Windows. Scheduled maintenance: [SPECIFY WINDOWS, e.g., "Sundays 2-6 AM Alaska Time"].

3.4 Disaster Recovery.

• RPO: [X] hours
• RTO: [Y] hours
• DR testing: [annually/semi-annually]
• DR test summaries available upon request

4. SUPPORT SERVICES

4.1 Support Scope. Support includes assistance with:
(a) Technical issues affecting service operation;
(b) Configuration guidance;
(c) Bug reports and troubleshooting.

4.2 Support Channels. Support available via:
☐ Email: [SUPPORT EMAIL]
☐ Phone: [SUPPORT PHONE]
☐ Portal: [SUPPORT URL]

4.3 Response Times. Per Support Policy (Attachment C):

4.4 Escalation. Escalation procedures per Support Policy.

4.5 Alaska Time Zone. Support hours specified in Alaska Time (AKST/AKDT) unless otherwise noted.

5. CUSTOMER OBLIGATIONS

5.1 Account Security. Customer shall:
(a) Maintain accurate account information;
(b) Protect login credentials;
(c) Notify Provider of unauthorized access within [24] hours.

5.2 Acceptable Use. Customer shall comply with the AUP (Attachment E).

5.3 Lawful Use. Customer shall use the SaaS only for lawful purposes.

5.4 Cooperation. Customer shall provide reasonable cooperation for support and security investigations.

6. FEES AND PAYMENT

6.1 Fees. Customer shall pay fees as specified in the Order Form, including:
(a) Subscription fees;
(b) Usage/overage fees (if applicable);
(c) Professional services fees (if applicable).

6.2 Taxes. Fees exclude taxes. Customer is responsible for applicable taxes except Provider's income taxes.

6.3 Invoicing. Invoices issued per Order Form; payment due within [30] days.

6.4 Late Payment. Overdue amounts accrue simple interest at [ANNUAL RATE]% per year, subject to any lower rate required by AS 45.45.010 or another applicable law. The parties shall state the selected rate in the Order Form. This clause does not assume that the principal-amount exemption in AS 45.45.010(b) applies to the fees in this Agreement.

6.5 Suspension. Provider may suspend access for non-payment after [10] days' notice and opportunity to cure.

6.6 Renewal Pricing. Renewal pricing subject to increase of no more than [X]% per year with [60] days' notice.

7. SECURITY AND DATA PROTECTION

7.1 Security Measures. Provider maintains security safeguards per Security Addendum (Attachment D), including:
(a) Encryption in transit and at rest;
(b) Access controls and authentication;
(c) Regular security assessments;
(d) Employee security training.

7.2 Security Incident Response. Provider shall notify Customer of a security incident affecting Customer Data within [72] hours after discovery as a contractual service level. If Provider is an "information recipient" and Customer is the "information distributor" for affected Alaska personal information, Provider shall give the immediate upstream notice and cooperation required by AS 45.48.070(a) without waiting for the contractual period or final confirmation. The DPA shall identify which party owns or licenses the affected information and which party will make any resident or agency notifications required by AS 45.48.010-.040.

7.3 Data Processing. The DPA (Attachment D) governs processing of Personal Data.

7.4 Alaska Privacy Requirements. Provider shall:
(a) Comply with AS 45.48.010-.090 to the extent those provisions apply to Provider's role and the affected information;
(b) Give Customer the notice and cooperation required by AS 45.48.070 when Provider is an information recipient;
(c) Provide information reasonably needed for Customer or another information distributor to make required notifications; and
(d) Follow the allocation of investigation, notice, and documentation duties stated in the DPA without attempting to waive duties that AS 45.48.060 makes nonwaivable.

7.5 Data Location. Customer Data stored in: [SPECIFY REGIONS/DATA CENTERS].

7.6 Data Return/Deletion. Upon termination, Provider shall make Customer Data available for export for [30] days, then delete per DPA.

8. BUSINESS CONTINUITY AND DISASTER RECOVERY

8.1 BC/DR Plan. Provider maintains and annually reviews business continuity and disaster recovery plans.

8.2 Backups. Data backed up [daily] with [X]-day retention.

8.3 Secondary Region. [If applicable: Secondary region for failover in [LOCATION].]

8.4 BC/DR Testing. Provider tests DR capabilities [annually/semi-annually] and provides summaries upon request.

8.5 Force Majeure. Provider shall prioritize restoration of critical functions during force majeure events.

9. INTELLECTUAL PROPERTY AND FEEDBACK

9.1 Provider IP. Provider retains all rights in the SaaS, documentation, and related materials.

9.2 Customer IP. Customer retains all rights in Customer Data.

9.3 Usage Data. Provider may use aggregated, de-identified data for service improvement, analytics, and benchmarking.

9.4 Feedback. Customer grants Provider a royalty-free license to use feedback for product improvement.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party shall protect the other's confidential information using reasonable care.

10.2 Exclusions. Confidentiality obligations do not apply to information that is:
(a) Publicly available;
(b) Previously known;
(c) Independently developed;
(d) Rightfully received from third parties;
(e) Required to be disclosed by law.

10.3 Duration. Confidentiality obligations survive for [3] years after termination, except that information qualifying as a trade secret under AS 45.50.940 remains protected for as long as it continues to qualify and the receiving party shall use the measures stated in this Agreement to preserve its secrecy.

10.4 Trade Secrets. Each party shall use reasonable measures to preserve the secrecy of the other party's qualifying trade secrets. This contractual duty does not displace any remedy available for misappropriation under AS 45.50.910-45.50.945.

11. WARRANTIES AND DISCLAIMERS

11.1 Provider Warranties. Provider warrants that:
(a) The SaaS will materially conform to documentation;
(b) Services will be performed professionally;
(c) The SaaS will be free of malware at delivery.

11.2 Disclaimers. TO THE EXTENT PERMITTED BY ALASKA LAW:
(a) THE SaaS IS PROVIDED "AS IS" EXCEPT AS EXPRESSLY WARRANTED;
(b) PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
(c) PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

11.3 Beta Features. Beta features provided "as is" without warranty.

12. INDEMNITIES

12.1 Provider Indemnity. Provider shall indemnify Customer against third-party claims that the SaaS infringes intellectual property rights, excluding claims based on:
(a) Customer Data or content;
(b) Modifications not made by Provider;
(c) Combination with non-Provider products;
(d) Use outside documentation.

12.2 Customer Indemnity. Customer shall indemnify Provider against claims arising from:
(a) Customer Data;
(b) Customer's breach of AUP;
(c) Customer's violation of laws.

12.3 Procedure. Indemnified party shall provide prompt notice, allow control of defense, and cooperate. Settlement requires consent.

13. LIMITATIONS OF LIABILITY

13.1 Cap. Each party's total liability shall not exceed fees paid/payable in the [12/24] months preceding the claim.

13.2 Exclusions. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA.

13.3 Carve-Outs. Limitations do not apply to:
(a) Indemnification obligations;
(b) Breach of confidentiality;
(c) Willful misconduct or gross negligence;
(d) Customer's payment obligations.

13.4 Alaska Law. Limitations apply to the fullest extent permitted by Alaska law.

14. TERM, SUSPENSION, AND TERMINATION

14.1 Subscription Term. Per Order Form, with auto-renewal unless notice given [30/60] days prior.

14.2 Suspension. Provider may suspend access for:
(a) AUP violations;
(b) Security threats;
(c) Non-payment (after notice and cure period).

14.3 Termination for Breach. Either party may terminate for material breach not cured within [30] days of written notice.

14.4 Termination After Material Nonperformance. Either party may terminate if the other ceases operations and materially fails to perform after written notice and the applicable cure period.

14.5 Termination for Chronic SLA Failure. Customer may terminate if Provider fails to meet [99.0]% uptime for [3] consecutive months.

14.6 Effect of Termination.
(a) Customer pays all accrued fees;
(b) Provider provides data export per Section 7.6;
(c) Licenses terminate;
(d) Survival provisions remain in effect.

15. COMPLIANCE (AUP, EXPORT, SANCTIONS, ANTI-CORRUPTION)

15.1 Acceptable Use Policy. Customer shall comply with the AUP (Attachment E).

15.2 Export Controls. Customer shall not export or re-export the SaaS in violation of U.S. export laws.

15.3 Sanctions. Customer shall not use the SaaS in a manner prohibited by U.S. sanctions applicable to the parties, users, destination, or transaction. The Order Form shall identify any screening, geofencing, or restricted-party controls the parties have agreed to implement.

15.4 Anti-Corruption. Each party shall comply with applicable anti-corruption laws.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law. This Agreement is governed by the laws of the State of Alaska, without regard to conflict of laws principles.

16.2 Venue. ☐ If checked, the parties select state or federal courts sitting in Anchorage, Alaska, for litigation under this Agreement, subject to the court's subject-matter and personal jurisdiction.

16.3 Escalation. Parties shall attempt good-faith executive escalation before formal proceedings.

16.4 Arbitration (Optional). ☐ If checked, disputes arising under this Agreement shall be submitted to binding arbitration under the AAA Commercial Arbitration Rules, with one arbitrator and a seat in Anchorage, Alaska. Judgment on the award may be entered in a court with jurisdiction. An unchecked provision imposes no duty to arbitrate.

16.5 Jury Provision. ☐ If checked, the parties adopt this separately reviewed jury-trial waiver: [INSERT AGREED LANGUAGE]. An unchecked or blank provision imposes no jury waiver.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign without consent, except to affiliates or successors.

17.2 Subcontracting. Provider may subcontract but remains responsible.

17.3 Notices. Written notices to addresses in Order Form.

17.4 Force Majeure. Neither party liable for delays due to events beyond reasonable control.

17.5 Order of Precedence. In case of conflict: (1) Order Form, (2) DPA/Security Addendum, (3) Main Agreement, (4) SLA/Support Policy, (5) AUP.

17.6 Amendments. Amendments require written agreement.

17.7 Severability. Invalid provisions severed without affecting remainder.

17.8 Entire Agreement. This Agreement, including attachments, is the complete agreement.

17.9 Electronic Signatures. The parties agree to conduct this transaction by electronic means. Under AS 09.80.020 and .040 and 15 U.S.C. § 7001, a covered record, signature, or contract may not be denied legal effect solely because it is electronic. This clause does not override consent, retention, delivery-method, excluded-transaction, or other substantive requirements in applicable law.

18. SIGNATURES

PROVIDER:

CUSTOMER:

19. ATTACHMENTS

The completed attachments below form part of this Agreement. The parties shall initial any later replacement attachment.

Attachment A — Order Form

Attachment B — SLA Policy

Measurement period: each calendar month during the Subscription Term.

Monthly uptime: available eligible minutes divided by total eligible minutes, multiplied by 100. Eligible minutes exclude scheduled maintenance announced under Section 3.1 and the other exclusions listed there; all other unavailable minutes count against uptime.

Measurement source: [PROVIDER LOGS / INDEPENDENT MONITOR / OTHER]. Customer claim deadline: [NUMBER] days after the month ends.

Credits are capped at [PERCENT]% of the affected month's subscription fee. Provider shall apply an approved credit within [NUMBER] days. Section 14.5 governs chronic failure separately.

Attachment C — Support Policy

Support hours and time zone: [DAYS / HOURS / AKST OR AKDT]. Channels: [EMAIL / PHONE / PORTAL].

Severity definitions: Critical means production service unavailable; High means a major feature unavailable without a practical workaround; Medium means impaired operation with a workaround; Low means a minor issue or question.

The response and target times in Section 4.3 apply during support hours unless this attachment states a separate [24/7] Critical coverage commitment. Provider shall update Customer every [NUMBER] hours for an open Critical issue and every [NUMBER] business days for other open issues. Escalation contact: [NAME / EMAIL / PHONE].

Attachment D — Data Processing and Security Addendum

Customer Data categories: [CATEGORIES]. Personal information and resident locations: [DETAILS]. Purpose and permitted processing: [DETAILS]. Storage regions and subcontractors: [DETAILS].

For Alaska personal information, information collector: [PARTY / BASIS]; information distributor: [PARTY / BASIS]; information recipient: [PARTY / BASIS]. Provider shall notify Customer through [SECURITY CONTACT / CHANNEL] of an incident under Section 7.2. When AS 45.48.070(a) applies, the information recipient shall give the required immediate notice and cooperation to the information distributor. The party responsible under AS 45.48.010-.040 shall make any required resident or consumer reporting agency notice. The parties shall preserve evidence, coordinate investigation, and document decisions without waiving statutory duties.

Attachment E — Acceptable Use Policy

Customer and Users shall not use the SaaS to: (a) violate applicable law or another person's rights; (b) introduce malicious code or attempt unauthorized access; (c) interfere with the service or other customers; (d) exceed the usage limits in Attachment A; or (e) process a regulated data category excluded in Attachment D without agreed additional terms. Provider shall notify Customer of a suspected violation where practicable and use the suspension process in Section 14.2. Authorized security testing, if any: [SCOPE / NOTICE / CONTACT].

SOURCES AND REFERENCES

• AS 45.45.010 — legal and contract interest rates
• AS 45.48.010-.090 — breach notification, recipient/distributor duties, waiver, and definitions
• AS 45.50.910-.945 — Alaska Uniform Trade Secrets Act
• AS 09.80.020 and .040 — electronic transactions and signature effect
• 15 U.S.C. § 7001 — electronic signatures and records