SaaS Agreement - Enterprise (Alabama)

ENTERPRISE SOFTWARE-AS-A-SERVICE AGREEMENT

STATE OF ALABAMA

Use gate. Complete the Transaction Classification, Order Form, Service Description, Data and Security Schedule, Support and Service-Level Schedule, Commercial Schedule, and Risk and Dispute Schedule before signature. Use tailored documents for consumers, children, patients, financial customers, government entities, education records, critical infrastructure, high-impact decisions, payment processing, telecommunications, or another regulated use.

1. Parties and agreement control

Effective date: [__/__/____]

Initial order form: [________________________________]

Initial subscription term: [________________________________]

Currency: [________________________________]

Provider service contact: [________________________________]

Customer administrator: [________________________________]

Privacy and security contacts: [________________________________]

2. Transaction classification

For each deployment, identify:

☐ Internal business operations

☐ Customer-facing product or service

☐ Hosted software, platform, API, managed service, or marketplace

☐ Professional, implementation, migration, integration, or training services

☐ Personal, sensitive, regulated, confidential, or export-controlled data

☐ Health, finance, insurance, education, employment, housing, credit, legal, safety, or government context

☐ Children, consumers, patients, workers, students, tenants, or other protected population

☐ Automated decision, scoring, profiling, biometric, location, monitoring, or surveillance feature

☐ Generative AI, machine learning, training, fine-tuning, retrieval, or model evaluation

☐ Payment card, funds transfer, tax, identity, signature, or records-management function

☐ Cross-border users, data, personnel, hosting, support, or subprocessors

☐ Resale, white label, affiliate, contractor, or third-party beneficiary structure

Required addenda, approvals, and independent assessments: [________________________________]

3. Current-law and policy register

The agreement does not supply a legal classification. Record the current official authority, industry requirement, customer policy, and resulting contract instruction.

Research completed by and date: [________________________________]

Open legal questions: [________________________________]

4. Agreement documents and precedence

This agreement includes each checked document:

☐ Order Form

☐ Exhibit A — Service Description and Authorized Use

☐ Exhibit B — Implementation, Integration, and Professional Services

☐ Exhibit C — Data, Privacy, Security, and AI Schedule

☐ Exhibit D — Support, Availability, and Service Levels

☐ Exhibit E — Fees, Usage, Taxes, and Invoicing

☐ Exhibit F — Intellectual Property, Third-Party Components, and Acceptable Use

☐ Exhibit G — Insurance, Risk, and Dispute Schedule

☐ Separate data processing or regulated-use addendum

☐ Signed change order

Unless a signed document states a specific override, conflicts are resolved in this order:

1. Signed regulated-use, data, or security addendum for its subject
2. Signed change order
3. Order Form for quantities, prices, subscription dates, and stated overrides
4. Exhibits for their subjects
5. This Agreement
6. Incorporated proposal only to the extent identified

A click, ticket, invoice, website term, purchase order, email, or platform setting does not amend this Agreement unless the agreed amendment process gives it that effect.

5. Service description and orders

No subscription or project is authorized without a signed Order Form identifying:

• service, edition, features, environment, and documentation;
• customer entity, business purpose, and approved users;
• quantities, metrics, limits, and overage treatment;
• subscription dates, renewal, and deployment regions;
• implementation, dependencies, milestones, and acceptance;
• fees, taxes, credits, and payment schedule;
• data categories, integrations, and subprocessors;
• support tier, availability, maintenance, and recovery objectives;
• regulated uses, prohibited uses, and required addenda; and
• ownership, approval, and escalation contacts.

Provider shall supply the selected service materially as described in the completed Order Form and Exhibit A. Customer shall use it only for the selected purpose and within the documented limits.

6. Accounts, users, and administration

Customer is responsible for instructions issued through its authorized administrators, subject to the agreed identity and security controls.

7. Customer data and processing roles

Exhibit C must identify:

No right to sell, share, train on, disclose, re-identify, or independently exploit Customer Data is implied by this Agreement.

8. Security program

Exhibit C shall state the controls and evidence appropriate to the classified service and data, including:

☐ Governance, personnel, and training

☐ Asset, vendor, and subprocessor management

☐ Access control, authentication, privilege, and secrets

☐ Encryption and key management

☐ Secure development, code review, testing, and release

☐ Vulnerability, patch, configuration, and endpoint management

☐ Logging, detection, alerting, and investigation

☐ Network, tenant, environment, and data segregation

☐ Backup, recovery, resilience, and continuity

☐ Physical and hosting controls

☐ Independent reports, tests, certifications, and remediation

☐ Customer security configuration and shared responsibility

Security evidence, frequency, recipients, and confidentiality: [________________________________]

9. Security and service incidents

Do not use a generic fixed notice period until the data, roles, jurisdictions, contracts, and incident type are known.

10. Support, maintenance, and service levels

Exhibit D shall define:

A service credit is not an exclusive remedy unless Exhibit D and the Risk Schedule expressly say so after counsel review.

11. Implementation and acceptance

Exhibit B shall identify scope, deliverables, dependencies, customer inputs, personnel, milestones, change control, testing, and acceptance.

Acceptance period: [____] Business Days

Customer shall issue Acceptance, Conditional Acceptance with a punch list, or a Deficiency Notice tied to the agreed criteria. Silence, production use, or payment constitutes acceptance only if the signed schedule expressly selects and defines that result.

12. Changes and service evolution

Provider may make routine changes that do not materially reduce the contracted service or protections. Every other change follows the signed procedure.

13. Fees, usage, taxes, and invoicing

No Alabama tax, interest rate, fee, penalty, or collection rule is supplied by this Agreement.

14. Intellectual property and licenses

14.1 Provider materials

Provider retains its rights in the service, software, documentation, methods, and materials it controls, subject to the access and use rights expressly stated in the Order Form and Exhibit F.

14.2 Customer materials

Customer retains its rights in Customer Data, configurations, marks, content, and materials it controls, subject to the limited permissions needed to provide the selected service.

14.3 Deliverables and configurations

Do not assign or license a right that the supplying party does not control or cannot transfer.

15. Third-party services and components

Exhibit F must list every material third-party platform, component, open-source item, model, data source, marketplace, integration, or dependency and state:

• contracting party and applicable terms;
• fees and usage limits;
• data access and processing;
• support and service levels;
• security and incident responsibilities;
• intellectual-property and attribution terms;
• replacement, suspension, and termination consequences; and
• pass-through or customer obligations.

No third-party availability, compliance, compatibility, or continued offering is guaranteed unless expressly stated.

16. Confidential information

Each party shall use the other party's identified confidential information only for this transaction, protect it under the standard selected in Exhibit C or G, and disclose it only to approved persons with corresponding duties.

The schedule shall address exclusions, compelled disclosure, residual knowledge, trade secrets, return, deletion, retention, duration, publicity, and remedies.

Confidentiality period and trade-secret treatment: [________________________________]

17. Statements and warranties

Select only statements supported by evidence and reviewed for scope, knowledge qualifiers, exceptions, duration, acceptance, and remedy consequences.

Approved disclaimers and exclusive warranty remedy: [________________________________]

18. Insurance, indemnity, and liability schedule

Exhibit G shall state the selected allocation without relying on metadata or generic labels.

No indemnity, cap, exclusion, fee award, presumed harm, injunction, warranty disclaimer, or insurance duty applies unless written in the signed schedule.

19. Term, suspension, and termination

20. Exit and transition

21. Disputes

No dispute mechanism or waiver is selected merely because it appeared in a prior form.

22. General terms

1. Amendments. An amendment must identify this Agreement, describe the change, and be signed by authorized representatives.
2. Assignment. Assignment and change-of-control terms are stated here: [________________________________].
3. Notices. Contract notices use the contacts, methods, and effective events stated here: [________________________________].
4. Entire agreement. This Agreement, signed Order Forms, exhibits, addenda, and change orders contain the parties' agreement for their subjects.
5. Severability. Treatment of an invalid term is selected here: [________________________________].
6. No implied waiver. A delay or one-time waiver does not waive a later or different matter.
7. Independent parties. Relationship and authority limitations are stated here: [________________________________].
8. Publicity. Name, mark, case study, reference, and announcement permissions are stated here: [________________________________].
9. Execution. Counterpart, electronic, witness, and other signature methods are selected here: [________________________________].
10. Order of interpretation. Defined terms, headings, examples, and construction rules are stated here: [________________________________].

23. Signatures

Provider

[PROVIDER LEGAL NAME]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Customer

[CUSTOMER LEGAL NAME]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Exhibit A — Service Description and Authorized Use

[________________________________]

Exhibit B — Implementation, Integration, and Professional Services

[________________________________]

Exhibit C — Data, Privacy, Security, and AI Schedule

[________________________________]

Exhibit D — Support, Availability, and Service Levels

[________________________________]

Exhibit E — Fees, Usage, Taxes, and Invoicing

[________________________________]

Exhibit F — Intellectual Property, Third-Party Components, and Acceptable Use

[________________________________]

Exhibit G — Insurance, Risk, and Dispute Schedule

[________________________________]

This template is provided for informational purposes only and does not constitute legal advice.