SaaS Agreement - Enterprise (Alabama)

SOFTWARE AS A SERVICE AGREEMENT (ENTERPRISE)

STATE OF ALABAMA

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. Intellectual Property
9. Confidentiality
10. Warranties and Disclaimers
11. Indemnities
12. Limitations of Liability
13. Term, Suspension, and Termination
14. Compliance
15. Governing Law and Dispute Resolution
16. Miscellaneous
17. Signatures
18. Attachments

1. PARTIES AND ORDER

This Agreement is entered into as of [EFFECTIVE DATE] by and between:

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

2. ACCESS RIGHTS AND RESTRICTIONS

2.1 License Grant. Non-exclusive, non-transferable right to access the SaaS per Order Form.

2.2 Restrictions. No resale, reverse engineering, or competitive use.

3. SERVICE LEVELS, AVAILABILITY, AND DR

3.1 Uptime Commitment. [99.9]% monthly uptime per SLA Policy.

3.2 DR. RPO [X] hours; RTO [Y] hours.

4. SUPPORT SERVICES

4.1 Support. Per Support Policy (Attachment C).

5. CUSTOMER OBLIGATIONS

5.1 Account Security. Maintain credentials and notify of unauthorized access.

5.2 Acceptable Use. Comply with AUP.

6. FEES AND PAYMENT

6.1 Fees. Per Order Form.

6.2 Payment Terms. Net [30] days.

6.3 Late Payment. Interest at [1.5]%/month or maximum under Alabama law (Ala. Code § 8-8-1).

6.4 Suspension. For non-payment after [10] days' notice.

7. SECURITY AND DATA PROTECTION

7.1 Security. Per Security Addendum (Attachment D).

7.2 Incident Response. Notification within [72] hours.

7.3 Alabama Data Breach. Compliance with Alabama Data Breach Notification Act (Ala. Code § 8-38-1 et seq.).

8. INTELLECTUAL PROPERTY

8.1 Provider IP. Provider retains all SaaS IP.

8.2 Customer Data. Customer retains all rights.

9. CONFIDENTIALITY

9.1 Obligations. Standard confidentiality with [3]-year survival.

9.2 Trade Secrets. Protected under Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.).

10. WARRANTIES AND DISCLAIMERS

10.1 Warranties. Material conformance, professional services, no malware.

10.2 Disclaimer. TO THE EXTENT PERMITTED BY ALABAMA LAW, ALL OTHER WARRANTIES DISCLAIMED.

11. INDEMNITIES

11.1 Provider Indemnity. Third-party IP infringement claims.

11.2 Customer Indemnity. Customer Data, AUP violations, law violations.

12. LIMITATIONS OF LIABILITY

12.1 Cap. [12/24] months' fees.

12.2 Exclusions. NO CONSEQUENTIAL DAMAGES.

12.3 Carve-outs. Indemnity, confidentiality, willful misconduct.

13. TERM, SUSPENSION, AND TERMINATION

13.1 Term. Per Order Form with auto-renewal.

13.2 Termination. For material breach uncured within [30] days.

13.3 Effect. Data export for [30] days, then deletion.

14. COMPLIANCE

14.1 AUP. Compliance with Acceptable Use Policy.

14.2 Export/Sanctions. No use in embargoed jurisdictions.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. Laws of the State of Alabama.

15.2 Venue. State or federal courts in [Montgomery/Birmingham], Alabama.

15.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY WAIVES JURY TRIAL.

16. MISCELLANEOUS

16.1 Assignment. No assignment without consent.

16.2 Entire Agreement. Complete agreement with attachments.

16.3 Electronic Signatures. Valid under Alabama UETA (Ala. Code § 8-1A-1 et seq.).

17. SIGNATURES

PROVIDER:
Signature: _________________ Name: _________________ Title: _________________ Date: _________________

CUSTOMER:
Signature: _________________ Name: _________________ Title: _________________ Date: _________________

18. ATTACHMENTS

• Attachment A: Order Form
• Attachment B: SLA Policy
• Attachment C: Support Policy
• Attachment D: DPA / Security Addendum
• Attachment E: Acceptable Use Policy