Enterprise SaaS Agreement — California

ENTERPRISE SOFTWARE AS A SERVICE AGREEMENT

State of California

Agreement No.: [________________________________]

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Access Rights and License Grant
4. Service Levels and Availability
5. Implementation and Onboarding
6. Customer Obligations
7. Fees and Payment
8. Data Protection and Security
9. Intellectual Property and Feedback
10. Confidentiality
11. Representations and Warranties
12. Indemnification
13. Limitation of Liability
14. Term and Termination
15. Governing Law and Dispute Resolution
16. General Provisions
17. Signatures
18. Exhibit A — Order Form
19. Exhibit B — SLA Summary

1. PARTIES AND RECITALS

This Enterprise Software as a Service Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

Provider:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Contact: [________________________________]
Email: [________________________________]

Customer:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Contact: [________________________________]
Email: [________________________________]

RECITALS

WHEREAS, Provider has developed and operates a proprietary cloud-based software platform described in the applicable Order Form (the "SaaS Services");

WHEREAS, Customer desires to subscribe to and access the SaaS Services for its internal business operations pursuant to the terms and conditions set forth herein;

WHEREAS, the Parties intend this Agreement to comply with applicable California law, including without limitation the California Consumer Privacy Act as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.), the California Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq.), and the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

2.2 "Authorized Users" means the employees, contractors, and agents of Customer and its Affiliates who are authorized by Customer to access and use the SaaS Services under the rights granted in this Agreement, subject to the user limits specified in the Order Form.

2.3 "Business Purpose" has the meaning set forth in Cal. Civ. Code § 1798.140(e), as applicable to the processing of Personal Information under this Agreement.

2.4 "Confidential Information" means all non-public information disclosed by one Party to the other Party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2.5 "Consumer" has the meaning set forth in Cal. Civ. Code § 1798.140(i) and includes California residents whose Personal Information is processed through the SaaS Services.

2.6 "Customer Data" means all electronic data, information, content, and materials submitted, uploaded, or transmitted by or on behalf of Customer or its Authorized Users to the SaaS Services, including Personal Information.

2.7 "Documentation" means Provider's then-current user manuals, technical specifications, online help files, and other written materials describing the features, functionality, and operation of the SaaS Services.

2.8 "Effective Date" means the date first written above.

2.9 "Fees" means the subscription fees, usage fees, professional services fees, and any other charges specified in the applicable Order Form.

2.10 "Intellectual Property Rights" means all patent rights, copyrights, trademark rights, trade secret rights (as defined under the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq., and the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.), database rights, moral rights, and any other intellectual property rights recognized in any jurisdiction worldwide.

2.11 "Malicious Code" means any virus, worm, Trojan horse, ransomware, spyware, adware, or other harmful or malicious code designed to damage, interfere with, intercept, or expropriate any system, data, or information.

2.12 "Order Form" means each ordering document executed by the Parties that references this Agreement and specifies the SaaS Services, Subscription Term, Fees, and other commercial terms.

2.13 "Personal Information" has the meaning set forth in Cal. Civ. Code § 1798.140(v) and includes information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household.

2.14 "Processing" has the meaning set forth in Cal. Civ. Code § 1798.140(y) and includes any operation performed on Personal Information.

2.15 "SaaS Services" means the cloud-based software application(s) identified in the Order Form and made available by Provider to Customer via the internet on a subscription basis.

2.16 "Sell" and "Share" have the meanings set forth in Cal. Civ. Code §§ 1798.140(ad) and 1798.140(ah), respectively.

2.17 "Service Level Agreement" or "SLA" means the service level commitments set forth in Exhibit B and any applicable Order Form.

2.18 "Service Provider" has the meaning set forth in Cal. Civ. Code § 1798.140(ag) and describes Provider's role when processing Personal Information on behalf of Customer.

2.19 "Subscription Term" means the initial term and any renewal terms during which Customer has the right to access and use the SaaS Services.

2.20 "Updates" means bug fixes, patches, error corrections, and minor enhancements made generally available at no additional charge.

2.21 "Usage Data" means aggregated and de-identified data relating to Customer's use of the SaaS Services that does not identify Customer, any Consumer, or any individual.

3. ACCESS RIGHTS AND LICENSE GRANT

3.1 Grant of Access Rights. Subject to Customer's compliance with this Agreement and payment of applicable Fees, Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the SaaS Services solely for Customer's internal business operations.

3.2 License Type. Select the applicable license model:

☐ Per-User License — access limited to [____] named Authorized Users
☐ Per-Seat License — access limited to [____] concurrent users at any time
☐ Enterprise-Wide License — unlimited users within Customer's organization
☐ Usage-Based License — access metered by [________________________________]
☐ Tiered License — as specified in the Order Form

3.3 Usage Restrictions. Customer shall not, and shall not permit any third party to:

(a) Copy, modify, adapt, translate, or create derivative works based on the SaaS Services;

(b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the SaaS Services, except to the extent expressly permitted by Cal. Civ. Code § 1633.5 or other applicable California law notwithstanding contractual restrictions;

(c) Sublicense, lease, rent, distribute, sell, resell, or otherwise transfer the SaaS Services;

(d) Remove or alter any proprietary notices on the SaaS Services;

(e) Use the SaaS Services to develop a competing product or for competitive benchmarking without Provider's prior written consent;

(f) Use the SaaS Services in violation of any applicable law, including Cal. Bus. & Prof. Code § 17200 et seq. (Unfair Competition Law);

(g) Transmit Malicious Code or unlawful content through the SaaS Services;

(h) Interfere with or impose an unreasonable burden on the SaaS Services; or

(i) Access or use the SaaS Services beyond the scope authorized herein.

3.4 Reservation of Rights. Provider reserves all rights not expressly granted in this Agreement.

4. SERVICE LEVELS AND AVAILABILITY

4.1 Uptime Commitment. Provider shall maintain the availability of the SaaS Services at least [____]% of the time during each calendar month (the "Uptime Commitment"), measured as set forth in Exhibit B.

4.2 Service Credits. If Provider fails to meet the Uptime Commitment, Customer shall be entitled to service credits as follows:

4.3 Credit Request Process. Customer must submit a written request within thirty (30) days of the end of the affected month. Provider shall verify and issue approved credits against the next invoice.

4.4 Exclusions. The Uptime Commitment excludes downtime resulting from: (a) scheduled maintenance with at least [____] hours' advance notice; (b) force majeure events; (c) Customer's equipment or network; (d) Customer's breach of this Agreement; (e) third-party services; or (f) emergency security maintenance.

4.5 Measurement. Availability = (Total Minutes in Month - Downtime Minutes) / Total Minutes in Month x 100.

4.6 Chronic Failure. If the SaaS Services fail to achieve [____]% uptime for three (3) consecutive months, Customer may terminate upon thirty (30) days' notice and receive a pro-rata refund.

5. IMPLEMENTATION AND ONBOARDING

5.1 Implementation Plan. Provider shall deliver an implementation plan within [____] business days of the Effective Date.

5.2 Configuration. Provider shall configure the SaaS Services per the Order Form or Statement of Work.

5.3 Data Migration. If included, Provider shall migrate Customer's data per the agreed migration plan.

5.4 Training. Provider shall provide [____] hours of training as specified in the Order Form.

5.5 Acceptance Testing. Customer shall have [____] business days to conduct acceptance testing. Provider shall cure material deficiencies within [____] business days.

6. CUSTOMER OBLIGATIONS

6.1 Account Management. Customer shall provide accurate registration information, maintain credential security, promptly report unauthorized access, and designate at least one administrator.

6.2 Compliance. Customer shall use the SaaS Services in compliance with all applicable California and federal laws, this Agreement, and the AUP.

6.3 Cooperation. Customer shall provide reasonable cooperation and timely responses for Provider to perform its obligations.

6.4 Customer Systems. Customer is responsible for its own network, hardware, and software needed to access the SaaS Services.

6.5 Content Responsibility. Customer is responsible for the accuracy, legality, and appropriateness of all Customer Data.

7. FEES AND PAYMENT

7.1 Fees. Customer shall pay the Fees set forth in the applicable Order Form.

7.2 Invoicing. Provider shall invoice per the Order Form:

☐ Annually in advance
☐ Quarterly in advance
☐ Monthly in advance
☐ Monthly in arrears (usage-based components)

7.3 Payment Terms. Invoices are due within [____] days of the invoice date.

7.4 Late Payments. Overdue amounts shall bear interest at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) ten percent (10%) per annum, which is the default rate for contract obligations under Cal. Civ. Code § 3289(b) where no rate is specified. The Parties acknowledge that under Cal. Const. Art. XV, § 1, the maximum permissible non-exempt interest rate is the higher of ten percent (10%) per annum or five percent (5%) above the Federal Reserve Bank of San Francisco discount rate.

7.5 Taxes. All Fees exclude applicable taxes. Customer shall pay all sales, use, and other taxes (excluding taxes on Provider's net income).

7.6 Fee Increases. Provider may increase Fees for renewal terms with at least [____] days' written notice. Increases shall not exceed [____]% per year.

7.7 California Automatic Renewal Law Compliance. To the extent this Agreement constitutes an "automatic renewal offer" under Cal. Bus. & Prof. Code § 17601, Provider shall: (a) present the automatic renewal terms in a clear and conspicuous manner before the subscription is fulfilled; (b) obtain affirmative consent from Customer to the automatic renewal terms; (c) provide an acknowledgment that includes the automatic renewal terms, cancellation policy, and information regarding how to cancel; and (d) provide a cost-effective, timely, and easy-to-use mechanism for cancellation as required by Cal. Bus. & Prof. Code § 17602.

7.8 Disputed Invoices. Customer may dispute invoices in good faith with written notice and supporting detail within [____] days.

7.9 Suspension for Non-Payment. Provider may suspend access after [____] days' written notice of non-payment of undisputed amounts.

8. DATA PROTECTION AND SECURITY

8.1 CCPA/CPRA Compliance. The Parties acknowledge that Customer Data may include Personal Information subject to the California Consumer Privacy Act as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.) (collectively, "CCPA"). The Parties agree as follows:

(a) Service Provider Status. Provider acts as a "Service Provider" as defined in Cal. Civ. Code § 1798.140(ag) with respect to Personal Information processed on behalf of Customer. Provider shall process Personal Information only for the Business Purposes specified in this Agreement and the applicable Order Form.

(b) Prohibited Activities. Provider shall not: (i) Sell or Share Personal Information as those terms are defined in Cal. Civ. Code §§ 1798.140(ad) and 1798.140(ah); (ii) retain, use, or disclose Personal Information for any purpose other than performing the SaaS Services, including for any commercial purpose other than providing the SaaS Services; (iii) retain, use, or disclose Personal Information outside of the direct business relationship between Provider and Customer; or (iv) combine Personal Information received from Customer with Personal Information collected from other sources, except as expressly permitted by Cal. Civ. Code § 1798.140(ag)(1)(B).

(c) Consumer Rights. Provider shall assist Customer in responding to verifiable consumer requests under Cal. Civ. Code § 1798.105 (right to deletion), § 1798.100 (right to know), § 1798.110 (right to access), § 1798.120 (right to opt-out of sale/sharing), § 1798.121 (right to limit use of sensitive personal information), and § 1798.130 (right to correction).

(d) Right to Audit. Customer shall have the right to take reasonable and appropriate steps to ensure Provider processes Personal Information in accordance with this Agreement and the CCPA, including ongoing manual reviews and automated scans, as well as regular assessments, audits, or other technical and operational testing, as permitted by Cal. Civ. Code § 1798.140(ag)(2)(E).

(e) Notification. Provider shall notify Customer if it determines it can no longer meet its CCPA obligations, and Customer may take reasonable steps to stop and remediate unauthorized use of Personal Information.

8.2 Data Breach Notification. Provider shall comply with California data breach notification requirements under Cal. Civ. Code § 1798.82 and § 1798.29, including:

(a) Notification to affected California residents without unreasonable delay;

(b) Notification to the California Attorney General if more than five hundred (500) California residents are affected;

(c) Content of notification as required by Cal. Civ. Code § 1798.82(d), including the date of the breach, types of information compromised, and contact information; and

(d) Provider shall notify Customer without unreasonable delay and in no event later than [____] hours after Provider becomes aware of a breach involving Customer Data.

8.3 Security Measures. Provider shall implement and maintain administrative, physical, and technical safeguards including:

(a) Encryption in transit (TLS 1.2+) and at rest (AES-256);

(b) Role-based access controls with multi-factor authentication;

(c) Regular vulnerability assessments and penetration testing;

(d) Security incident response procedures; and

(e) Employee background checks and security training.

8.4 Security Certifications.

☐ SOC 2 Type II
☐ ISO 27001
☐ HITRUST CSF
☐ Other: [________________________________]

8.5 Data Return and Deletion. Upon termination, Provider shall return or delete Customer Data within [____] days and certify deletion upon request, in accordance with Cal. Civ. Code § 1798.105.

8.6 Subprocessors. Provider shall not engage subprocessors without prior written notice. Provider shall impose CCPA-compliant obligations on all subprocessors per Cal. Civ. Code § 1798.140(ag)(5).

9. INTELLECTUAL PROPERTY AND FEEDBACK

9.1 Provider IP. Provider retains all right, title, and interest in the SaaS Services, Documentation, and all Intellectual Property Rights therein.

9.2 Customer IP. Customer retains all right, title, and interest in Customer Data and all Intellectual Property Rights therein.

9.3 Usage Data. Provider may collect and use Usage Data for operating, improving, and enhancing the SaaS Services, provided such data does not identify Customer or any individual.

9.4 Feedback. If Customer provides Feedback, Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback without restriction.

10. CONFIDENTIALITY

10.1 Obligations. Each Receiving Party shall: (a) use Confidential Information solely for Agreement purposes; (b) protect it with reasonable care; (c) limit disclosure to those with a need to know; and (d) not disclose to third parties without consent.

10.2 Exclusions. Confidential Information excludes information that: (a) is publicly available; (b) was known prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed.

10.3 Compelled Disclosure. The Receiving Party may disclose if compelled by law, provided it gives prompt notice and cooperates with protective order efforts.

10.4 Trade Secrets. Trade secret obligations survive indefinitely under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.). Other confidentiality obligations survive for [____] years after termination.

10.5 Return of Materials. Upon termination, each Party shall return or destroy the other's Confidential Information and certify such action.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual Warranties. Each Party represents and warrants that: (a) it is duly organized and in good standing; (b) it has authority to enter this Agreement; (c) execution does not conflict with existing obligations; and (d) it shall comply with all applicable laws, including California state laws.

11.2 Provider Warranties. Provider warrants that: (a) the SaaS Services shall materially conform to Documentation; (b) Professional Services shall be performed in a professional manner; (c) the SaaS Services shall not contain Malicious Code; (d) Provider shall not materially decrease functionality; and (e) to Provider's knowledge, the SaaS Services do not infringe third-party IP rights.

11.3 Customer Warranties. Customer warrants that: (a) it has the right to provide Customer Data; (b) Customer Data does not infringe third-party rights; and (c) Customer's use shall comply with applicable laws and the AUP.

11.4 Warranty Remedies. Provider shall correct non-conformities or Customer may terminate the affected Order Form for a pro-rata refund.

11.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW. PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE.

12. INDEMNIFICATION

12.1 Provider Indemnification. Provider shall defend and indemnify Customer against third-party IP infringement claims arising from Customer's authorized use of the SaaS Services.

12.2 Exclusions. Provider has no obligation for infringement arising from: (a) modifications by Customer; (b) combination with non-Provider products; (c) use outside the Documentation; (d) Customer Data; or (e) non-current versions.

12.3 IP Remediation. Provider may: (a) procure continued use rights; (b) modify the SaaS Services; or (c) terminate and refund unused prepaid Fees.

12.4 Customer Indemnification. Customer shall defend and indemnify Provider against claims arising from Customer Data, AUP breaches, or unauthorized use.

12.5 Process. The indemnified Party shall promptly notify, grant defense control, and cooperate. No settlement imposing obligations on the indemnified Party without consent.

13. LIMITATION OF LIABILITY

13.1 Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE DURING THE [____]-MONTH PERIOD PRECEDING THE CLAIM, EXCEPT AS SET FORTH IN SECTION 13.3.

13.2 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EXCEPT AS SET FORTH IN SECTION 13.3.

13.3 Carve-Outs. Sections 13.1 and 13.2 do not apply to: (a) indemnification obligations; (b) confidentiality breaches; (c) data protection breaches under Section 8; (d) breach of usage restrictions; (e) willful misconduct or gross negligence; (f) obligations to pay Fees; or (g) CCPA violations to the extent limitation is prohibited by Cal. Civ. Code § 1798.150.

13.4 California Consumer Claims. Nothing in this Section limits either Party's liability for violations of the CCPA's private right of action provisions (Cal. Civ. Code § 1798.150) or the Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.) to the extent such limitation is prohibited by California law.

13.5 Basis of the Bargain. The limitations reflect the allocation of risk and form an essential basis of the bargain.

14. TERM AND TERMINATION

14.1 Initial Term. This Agreement commences on the Effective Date and continues for the Subscription Term specified in the Order Form.

14.2 Renewal. Unless either Party provides written notice of non-renewal at least [____] days prior to expiration, this Agreement automatically renews for successive [____] periods. Pursuant to Cal. Bus. & Prof. Code § 17602, Provider shall provide clear disclosure of automatic renewal terms and a simple cancellation mechanism.

14.3 Termination for Cause. Either Party may terminate upon: (a) material breach uncured within [____] days of written notice; or (b) insolvency.

14.4 Termination for Convenience. Either Party may terminate for convenience upon [____] days' notice. Customer remains liable for Fees through the end of the current Subscription Term.

14.5 Effect of Termination. Upon termination: (a) all licenses terminate; (b) Customer ceases use; (c) Confidential Information is returned or destroyed; (d) Customer Data is available for export for [____] days; and (e) accrued Fees are due.

14.6 Survival. Sections 2, 7 (accrued obligations), 8.5, 9, 10, 11.5, 12, 13, 14.5, 14.6, 15, and 16 survive termination.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-laws principles. The Parties acknowledge that California has not adopted the Uniform Computer Information Transactions Act (UCITA).

15.2 Dispute Escalation. The Parties shall attempt to resolve disputes through good-faith negotiation between senior executives within [____] days of escalation notice.

15.3 Forum Selection. Select the applicable method:

☐ Litigation. Exclusive jurisdiction in the state and federal courts located in [________________________________] County, California. The Parties waive objections to venue and forum non conveniens.

☐ Arbitration. Binding arbitration administered by the AAA under its Commercial Arbitration Rules in [________________________________], California, by [____] arbitrator(s). The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs enforcement.

☐ Mediation then Arbitration. Mediation first, followed by arbitration if unresolved within [____] days.

15.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

15.5 Injunctive Relief. Either Party may seek injunctive relief without posting a bond to prevent irreparable harm, including violations of confidentiality, data protection, or IP rights.

16. GENERAL PROVISIONS

16.1 Force Majeure. Neither Party is liable for delays due to causes beyond reasonable control, including natural disasters, pandemics, government acts, war, labor disputes, or cyberattacks. If a Force Majeure Event continues for [____] days, the unaffected Party may terminate.

16.2 Assignment. Neither Party may assign without consent, except to an Affiliate or in connection with a merger or asset sale.

16.3 Notices. All notices shall be in writing, delivered by hand, overnight courier, certified mail, or email with confirmation.

16.4 Severability. Invalid provisions shall be modified to the minimum extent necessary; remaining provisions continue in full force.

16.5 Entire Agreement. This Agreement, Order Forms, Exhibits, DPA, and AUP constitute the entire agreement and supersede prior agreements.

16.6 Amendments. Amendments require a writing signed by both Parties.

16.7 Waiver. No waiver is effective unless in writing. A waiver of one breach does not waive subsequent breaches.

16.8 Counterparts. This Agreement may be executed in counterparts. Electronic signatures are valid under the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the E-SIGN Act (15 U.S.C. § 7001 et seq.).

16.9 Independent Contractors. The Parties are independent contractors, not partners, joint venturers, or agents.

16.10 No Third-Party Beneficiaries. Except as provided under the CCPA (Cal. Civ. Code § 1798.150), no third party has rights under this Agreement.

16.11 Order of Precedence. In case of conflict: (1) DPA; (2) this Agreement; (3) Order Form; (4) SLA; (5) AUP.

16.12 Export Compliance. Each Party shall comply with U.S. export control laws, including EAR, ITAR, and OFAC sanctions.

16.13 Anti-Corruption. Each Party shall comply with the U.S. Foreign Corrupt Practices Act and applicable anti-corruption laws.

16.14 California-Specific Notices. If Customer is a California consumer, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

17. SIGNATURES

☐ Provider has reviewed and agrees to all terms and conditions
☐ Customer has reviewed and agrees to all terms and conditions
☐ Legal counsel review completed
☐ CCPA/CPRA compliance review completed

PROVIDER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CUSTOMER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A — ORDER FORM

Order Form No.: [________________________________]
Agreement Reference: Enterprise SaaS Agreement dated [__/__/____]

Special Terms:
[________________________________]

Provider: _________________________ Date: [__/__/____]
Customer: _________________________ Date: [__/__/____]

EXHIBIT B — SLA SUMMARY

1. Uptime Commitment: [____]% monthly availability

2. Scheduled Maintenance Windows:

• Day(s): [________________________________]
• Time: [________________________________] (Pacific Time)
• Advance Notice: [____] hours

3. Service Credit Schedule:

4. Maximum Monthly Credit: [____]% of monthly Fees

5. Support Response Times:

6. Support Channels:

☐ Email: [________________________________]
☐ Phone: [________________________________]
☐ Portal: [________________________________]

7. Support Hours:

☐ 24/7/365
☐ Business Hours: [________________________________] (Pacific Time)

This template is provided for informational purposes only and does not constitute legal advice. Consult a California-licensed attorney before executing this agreement. California law imposes specific consumer protection and data privacy requirements that must be evaluated for each transaction.