SOFTWARE AS A SERVICE AGREEMENT (ENTERPRISE)
STATE OF ALABAMA
TABLE OF CONTENTS
- Parties and Order
- Access Rights and Restrictions
- Service Levels, Availability, and DR
- Support Services
- Customer Obligations
- Fees and Payment
- Security and Data Protection
- Intellectual Property
- Confidentiality
- Warranties and Disclaimers
- Indemnities
- Limitations of Liability
- Term, Suspension, and Termination
- Compliance
- Governing Law and Dispute Resolution
- Miscellaneous
- Signatures
- 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