Enterprise Software as a Service Agreement - Louisiana

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ENTERPRISE SOFTWARE AS A SERVICE AGREEMENT

STATE OF LOUISIANA

IMPORTANT: LOUISIANA IS A CIVIL LAW JURISDICTION. This Agreement is governed by Louisiana civil law, including the Louisiana Civil Code and the Louisiana Revised Statutes. Louisiana civil law terminology (obligations, stipulations, prescription, solidary obligations, louage) is used throughout this Agreement where appropriate. Practitioners should be aware that common law concepts such as "consideration," "statute of limitations," and "joint and several liability" have distinct civil law equivalents.

AGREEMENT INFORMATION

Field	Information
Agreement Date	[__/__/____]
Agreement Number	[________________________________]
Effective Date	[__/__/____]

PARTIES TO THIS AGREEMENT

PROVIDER:

Field	Information
Legal Entity Name	[________________________________]
State of Formation	[________________________________]
Principal Address	[________________________________]
City, State, ZIP	[________________________________]
Federal Tax ID (EIN)	[________________________________]
Primary Contact Name	[________________________________]
Contact Email	[________________________________]
Contact Phone	[________________________________]

CUSTOMER:

Field	Information
Legal Entity Name	[________________________________]
State of Formation	[________________________________]
Principal Address	[________________________________]
City, State, ZIP	[________________________________]
Federal Tax ID (EIN)	[________________________________]
Primary Contact Name	[________________________________]
Contact Email	[________________________________]
Contact Phone	[________________________________]

RECITALS

WHEREAS, Provider is engaged in the business of providing cloud-based software as a service solutions and related professional services;

WHEREAS, Customer desires to obtain access to and use of Provider's software platform and services for Customer's enterprise business operations;

WHEREAS, the parties wish to establish the terms and conditions under which Provider will make its services available to Customer;

WHEREAS, the parties intend that this Agreement shall constitute a valid conventional obligation under Louisiana Civil Code Article 1906 et seq. and shall be governed by the laws of the State of Louisiana;

NOW, THEREFORE, for the mutual obligations set forth herein, and other cause of which the parties are aware, the parties agree to the following stipulations:

ARTICLE 1: DEFINITIONS

1.1 "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 more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.2 "Authorized Users" means Customer's employees, contractors, consultants, and agents who are authorized by Customer to access and use the Services under the rights granted pursuant to this Agreement.

1.3 "Cause" means the lawful reason or motive for the obligations created under this Agreement, as contemplated by La. C.C. art. 1966 et seq.

1.4 "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.5 "Conventional Obligation" means an obligation arising from this Agreement (contract), as defined by La. C.C. art. 1906.

1.6 "Customer Data" means all electronic data, information, content, records, and files that Customer or Authorized Users upload, submit, store, transmit, or process through the Services.

1.7 "Documentation" means Provider's standard user guides, online help files, technical specifications, and other documentation related to the Services as updated from time to time.

1.8 "Downtime" means any period during which the Services are unavailable or materially impaired, excluding Scheduled Maintenance and Excused Downtime.

1.9 "Effective Date" means the date first written above or the date both parties have executed this Agreement, whichever is later.

1.10 "Excused Downtime" means unavailability caused by: (a) Customer's acts or omissions; (b) failures of Customer's equipment, software, or network connections; (c) third-party services outside Provider's control; (d) fortuitous events (force majeure); or (e) suspension pursuant to Section 6.4.

1.11 "Fees" means all amounts payable by Customer to Provider as set forth in this Agreement and any applicable Order Form.

1.12 "Fortuitous Event" means an event beyond the control of the parties that could not have been reasonably anticipated, as contemplated by La. C.C. art. 1873 (force majeure / cas fortuit).

1.13 "Good Faith" means the duty of good faith performance imposed by La. C.C. art. 1759.

1.14 "Initial Term" means the initial subscription period specified in the Order Form.

1.15 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized under the laws of any jurisdiction worldwide.

1.16 "Louage" means the lease or hiring of things or services, as referenced in La. C.C. art. 2668 et seq. The parties acknowledge that this Agreement shares characteristics with a contract of louage to the extent Provider makes the Services available for Customer's use during the Subscription Term.

1.17 "Malicious Code" means viruses, worms, Trojan horses, ransomware, spyware, adware, or other harmful or malicious code, files, scripts, agents, or programs.

1.18 "Monthly Uptime Percentage" means the total minutes in a calendar month minus minutes of Downtime, divided by total minutes in the month, expressed as a percentage.

1.19 "Obligee" means the party to whom an obligation is owed under this Agreement.

1.20 "Obligor" means the party who owes an obligation under this Agreement.

1.21 "Order Form" means an ordering document specifying the Services, subscription levels, Fees, and other commercial terms, executed by both parties and incorporated herein.

1.22 "Personal Information" means an individual's first name or first initial and last name in combination with one or more data elements as defined in La. R.S. 51:3073, including Social Security number, driver's license number, or account/financial information with required access codes.

1.23 "Prescription" means the period within which an action must be brought, as established by the Louisiana Civil Code (liberative prescription), as distinguished from the common law "statute of limitations."

1.24 "Professional Services" means implementation, configuration, customization, training, integration, and consulting services provided by Provider as specified in an Order Form or Statement of Work.

1.25 "Putting in Default" means a formal demand for performance (mise en demeure) as required by La. C.C. art. 1991, which may take the form of a written demand, filing of suit, or other manner provided by the Louisiana Civil Code.

1.26 "Renewal Term" means each successive subscription period following the Initial Term.

1.27 "Scheduled Maintenance" means planned maintenance of the Services performed during designated maintenance windows with advance notice to Customer.

1.28 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data, or any breach or potential breach of Provider's security measures.

1.29 "Services" means Provider's proprietary cloud-based software platform and related services described in the applicable Order Form, including all updates, enhancements, and new features made generally available.

1.30 "Service Level Agreement" or "SLA" means the service level commitments set forth in Article 4.

1.31 "Solidary Obligation" means an obligation for which each obligor is liable for the whole performance, as defined by La. C.C. art. 1794.

1.32 "Statement of Work" or "SOW" means a document describing Professional Services, deliverables, timelines, and associated fees.

1.33 "Stipulation" means a term, condition, or clause of this Agreement, as used in Louisiana civil law.

1.34 "Subscription Term" means collectively the Initial Term and all Renewal Terms.

1.35 "Third-Party Components" means software, data, services, or content provided by third parties that are incorporated into or used in connection with the Services.

1.36 "Trade Secret" has the meaning set forth in La. R.S. 51:1431, including information such as formulas, patterns, compilations, programs, devices, methods, techniques, or processes that derive independent economic value from not being generally known and are subject to reasonable secrecy efforts.

1.37 "User Account" means the unique login credentials and account established for each Authorized User.

ARTICLE 2: SUBSCRIPTION AND ACCESS RIGHTS

2.1 Grant of Rights

Subject to Customer's compliance with this Agreement and payment of all Fees, Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to:

(a) Access and use the Services for Customer's internal business operations;

(b) Permit Authorized Users to access and use the Services in accordance with this Agreement;

(d) Store, process, and retrieve Customer Data through the Services.

2.2 Subscription Tiers

Customer's subscription shall be as specified in the Order Form:

☐ Standard Enterprise - Up to [____] Authorized Users
☐ Professional Enterprise - Up to [____] Authorized Users
☐ Premium Enterprise - Up to [____] Authorized Users
☐ Unlimited Enterprise - Unlimited Authorized Users
☐ Custom Configuration - As specified: [________________________________]

2.3 User Account Administration

(a) Customer shall designate at least one (1) administrator to manage User Accounts and access permissions.

(b) Customer is responsible for maintaining the confidentiality of all User Account credentials.

(d) User Accounts are for designated individuals only and may not be shared among multiple persons.

2.4 Authorized User Categories

☐ Named Users - Identified individuals assigned specific User Accounts
☐ Concurrent Users - Maximum simultaneous users: [____]
☐ Site License - All employees at specified locations
☐ Enterprise-Wide - All employees and authorized contractors
☐ Other: [________________________________]

2.5 Affiliate Usage

☐ Customer's Affiliates are authorized to use the Services under this Agreement
☐ Customer's Affiliates must execute separate Order Forms
☐ Affiliate usage is not permitted

If Affiliate usage is permitted:

(a) Customer shall ensure Affiliate compliance with all Agreement stipulations;

(b) Customer remains liable for Affiliate acts and omissions;

2.6 Nature of Rights Granted - Louisiana Civil Law

The parties acknowledge that the rights granted herein share characteristics of louage (lease of services/things) under Louisiana civil law. Provider makes the Services available for Customer's use but retains ownership. This Agreement does not constitute a sale of software or transfer of title to any intellectual property.

ARTICLE 3: PROFESSIONAL SERVICES AND SUPPORT

3.1 Implementation Services

Provider shall provide the following implementation services:

☐ Standard Implementation

System configuration and setup
Data migration assistance (up to [____] GB)
Basic integration configuration
Administrator training (up to [____] hours)
Go-live support

☐ Premium Implementation

All Standard Implementation services
Custom workflow configuration
Advanced integration development
Extended training program (up to [____] hours)
Dedicated implementation manager
Post-go-live optimization review

☐ Custom Implementation - Per attached Statement of Work

Implementation Timeline: [________________________________]

3.2 Support Tiers

Customer's support tier:

☐ Standard Support

Business hours support: Monday-Friday, 8:00 AM - 6:00 PM Central Time
Email and ticket-based support
Response time targets per Section 3.3
Access to online knowledge base
Quarterly system health checks

☐ Premium Support

Extended hours support: Monday-Friday, 7:00 AM - 9:00 PM Central Time
Saturday support: 9:00 AM - 5:00 PM Central Time
Email, ticket, and phone support
Enhanced response time targets
Designated support representative
Monthly system health checks
Priority escalation path

☐ Enterprise Support

24/7/365 support coverage
Dedicated support team
Direct phone line access
Fastest response time guarantees
Named Technical Account Manager
Weekly system health reviews
Quarterly business reviews
Priority feature request consideration

3.3 Response Time Targets

Severity Level	Description	Standard Support	Premium Support	Enterprise Support
Critical (S1)	Complete system outage; all users affected	4 hours	2 hours	30 minutes
High (S2)	Major functionality impaired; significant user impact	8 hours	4 hours	1 hour
Medium (S3)	Partial functionality affected; workaround available	24 hours	12 hours	4 hours
Low (S4)	Minor issues; questions; enhancement requests	72 hours	48 hours	24 hours

3.4 Training Services

☐ Provider shall provide the following training:

Training Type	Format	Duration	Participants
Administrator Training	[________________________________]	[____] hours	[____]
End User Training	[________________________________]	[____] hours	[____]
Advanced Feature Training	[________________________________]	[____] hours	[____]
Custom Training	[________________________________]	[____] hours	[____]

ARTICLE 4: SERVICE LEVEL AGREEMENT

4.1 Uptime Commitment

Provider commits to the following Monthly Uptime Percentage during each calendar month:

☐ 99.5% Monthly Uptime
☐ 99.9% Monthly Uptime
☐ 99.95% Monthly Uptime
☐ 99.99% Monthly Uptime
☐ Other: [____]%

4.2 Uptime Calculation

Monthly Uptime Percentage = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100

Downtime is measured from when Provider confirms a system-wide outage or when automated monitoring detects unavailability, whichever is earlier.

4.3 Scheduled Maintenance Windows

(a) Standard Maintenance Window: [________________________________]

(b) Provider shall provide at least [____] hours advance notice for scheduled maintenance.

(d) Emergency maintenance may be performed without advance notice when necessary to address critical security issues or prevent imminent harm.

4.4 Service Credits

If Provider fails to meet the Monthly Uptime Percentage commitment, Customer shall be entitled to Service Credits as follows:

Monthly Uptime Percentage	Service Credit (% of Monthly Fee)
99.0% - Below Commitment	10%
98.0% - 98.99%	25%
95.0% - 97.99%	50%
Below 95.0%	100%

4.5 Service Credit Limitations

(a) Service Credits constitute a stipulated reduction in Fees and represent Customer's sole and exclusive remedy for Provider's failure to meet the SLA.

(b) Service Credits shall not exceed 100% of the monthly Fees for the affected month.

(d) Customer must request Service Credits within thirty (30) days of the end of the affected month.

4.6 Performance Monitoring

(a) Provider shall maintain real-time monitoring of Services availability.

(b) Provider shall make uptime statistics available to Customer through [________________________________].

4.7 Chronic Failure

If Provider fails to meet the Monthly Uptime Percentage commitment for [____] consecutive months or [____] months in any twelve (12) month period, Customer may dissolve this Agreement upon thirty (30) days written notice without penalty and receive a restitution of prepaid Fees on a pro-rata basis.

ARTICLE 5: DATA HANDLING AND SECURITY

5.1 Customer Data Ownership

(a) As between the parties, Customer retains all right, title, and interest in and to Customer Data.

(b) Provider acquires no rights to Customer Data except the limited license to process Customer Data as necessary to provide the Services.

5.2 Data Processing

Provider shall:

(a) Process Customer Data only as necessary to provide the Services and as instructed by Customer;

(b) Not access, use, or disclose Customer Data except as required for Service delivery, security, or as compelled by law;

(d) Ensure personnel with access to Customer Data are bound by confidentiality obligations.

5.3 Data Location

☐ Customer Data shall be stored and processed within the United States
☐ Customer Data shall be stored and processed within: [________________________________]
☐ Customer Data may be stored and processed in any Provider data center location
☐ Customer Data location restrictions: [________________________________]

5.4 Information Security Program

Provider shall implement and maintain a comprehensive written information security program including:

(a) Risk Assessment: Regular identification and assessment of reasonably foreseeable internal and external threats to Customer Data security;

(b) Safeguards: Implementation of safeguards to control identified risks, including:

Encryption of Customer Data in transit and at rest using industry-standard protocols
Multi-factor authentication for administrative access
Network security controls including firewalls, intrusion detection, and prevention systems
Regular vulnerability scanning and penetration testing
Secure software development practices

(d) Employee Training: Regular security awareness training for all personnel with access to Customer Data;

(e) Incident Response: Written incident response plan addressing detection, containment, investigation, and notification procedures;

(f) Business Continuity: Disaster recovery and business continuity procedures.

5.5 Security Certifications and Audits

Provider maintains or shall obtain the following certifications:

☐ SOC 2 Type II
☐ ISO 27001
☐ ISO 27017
☐ ISO 27018
☐ HITRUST CSF
☐ FedRAMP (Authorization Level: [____])
☐ PCI DSS (if processing payment data)
☐ Other: [________________________________]

5.6 Data Breach Notification - Louisiana Requirements

In the event of a breach of security requiring notification under La. R.S. 51:3074:

(a) Provider shall notify Customer in the most expedient time possible and without unreasonable delay, but in no event later than sixty (60) days from the discovery of the breach, consistent with La. R.S. 51:3074;

(b) Notification shall include:

Description of the incident
Types of Personal Information potentially affected
Measures taken to contain and remediate
Contact information for further inquiries
Recommended protective actions for Customer

(c) Provider shall cooperate with Customer in fulfilling notification obligations to affected Louisiana residents and to the Louisiana Attorney General;

(d) Provider shall bear the costs of notification and credit monitoring services if the breach results from Provider's fault or failure to comply with this Agreement;

(e) Notification may be delayed if a law enforcement agency determines that notification would impede a criminal investigation, and shall proceed once law enforcement determines notification will no longer compromise the investigation;

(f) Notification is not required if, after a reasonable investigation, the person or business determines there is no reasonable likelihood of harm to Louisiana residents.

5.7 Subprocessors

(a) Provider may engage subprocessors to assist in providing the Services, provided:

Subprocessors are bound by data protection obligations no less protective than this Agreement
Provider remains liable for subprocessor compliance
Provider maintains an updated list of subprocessors

(b) Provider shall notify Customer of any material changes to subprocessors at least [____] days in advance.

(c) Customer may object to new subprocessors; if Provider proceeds over Customer's objection, Customer may dissolve the Agreement without penalty.

5.8 Data Backup and Recovery

(a) Provider shall perform [________________________________] backups of Customer Data.

(b) Backups shall be retained for [____] days.

(d) Provider shall test backup restoration procedures at least [________________________________].

ARTICLE 6: ACCEPTABLE USE AND RESTRICTIONS

6.1 Acceptable Use Policy

Customer and Authorized Users shall:

(a) Use the Services only for lawful purposes and in compliance with all applicable laws;

(b) Comply with all Documentation and Provider's reasonable usage policies;

(d) Promptly report any suspected security breaches or unauthorized access.

6.2 Prohibited Activities

Customer and Authorized Users shall not:

(a) License, sublicense, sell, resell, rent, lease, transfer, assign, or distribute the Services to third parties;

(b) Modify, copy, or create derivative works based on the Services or Documentation;

(d) Access the Services to build a competitive product or service;

(e) Use the Services to store or transmit Malicious Code;

(f) Interfere with or disrupt the integrity or performance of the Services;

(g) Attempt to gain unauthorized access to the Services or related systems;

(h) Use the Services in violation of any third party's intellectual property or privacy rights;

(i) Exceed licensed usage limits or circumvent usage restrictions;

(j) Remove, alter, or obscure any proprietary notices on the Services.

6.3 Suspension

Provider may suspend Customer's access to the Services:

(a) If Customer's use poses a security threat to Provider or other customers;

(b) If Customer is in material breach of this Agreement and fails to cure within [____] days after Putting in Default;

(d) For non-payment of undisputed Fees more than [____] days past due.

Provider shall provide advance notice of suspension when practicable and shall restore access promptly when the grounds for suspension are resolved.

ARTICLE 7: FEES AND PAYMENT

7.1 Subscription Fees

Customer shall pay the following subscription Fees:

Description	Amount	Billing Frequency
Base Subscription Fee	$[________________________________]	☐ Monthly ☐ Quarterly ☐ Annually
Per User Fee	$[________________________________] per user	☐ Monthly ☐ Quarterly ☐ Annually
Data Storage (above included amount)	$[________________________________] per GB	☐ Monthly ☐ Quarterly ☐ Annually
API Calls (above included amount)	$[________________________________] per 1,000 calls	☐ Monthly ☐ Quarterly ☐ Annually
Additional Modules/Features	$[________________________________]	☐ Monthly ☐ Quarterly ☐ Annually

7.2 Professional Services Fees

Service	Rate/Fee	Estimate
Implementation Services	$[________________________________]	[________________________________]
Training Services	$[________________________________] per hour/day	[________________________________]
Custom Development	$[________________________________] per hour	[________________________________]
Consulting Services	$[________________________________] per hour	[________________________________]
On-Site Services	$[________________________________] per day plus expenses	[________________________________]

7.3 Payment Terms

(a) Invoicing: Provider shall invoice Customer:
☐ In advance for each billing period
☐ Upon execution of this Agreement for the first year
☐ According to payment milestones in the Order Form
☐ Other: [________________________________]

(b) Payment Due: All invoices are due and payable within [____] days of invoice date.

(c) Payment Method:
☐ ACH/Wire Transfer
☐ Credit Card (subject to processing fees of [____]%)
☐ Check
☐ Other: [________________________________]

7.4 Taxes - Louisiana SaaS Taxability

(a) Louisiana Sales Tax (Effective January 1, 2025). Pursuant to Louisiana House Bill 8 (HB8), effective January 1, 2025, the State of Louisiana imposes sales and use tax on "prewritten computer software access services" (including SaaS) at the state rate of five percent (5%). Local parish taxes may also apply.

(b) B2B Exemption. SaaS purchased for business use (B2B transactions) may not be subject to Louisiana state sales tax. Customer shall provide documentation establishing its business use qualification if applicable.

(d) Customer is responsible for all applicable sales, use, and similar taxes.

(e) Customer shall provide valid Louisiana exemption certificates if applicable.

(f) Provider is responsible for taxes based on Provider's income.

(g) Economic Nexus. Provider represents that it has determined its Louisiana sales tax collection obligations based on gross receipts exceeding $100,000 in Louisiana or other applicable nexus thresholds.

7.5 Late Payment - Louisiana Interest

(a) Late payments shall bear interest at the legal rate established under La. C.C. art. 2924, or at the judicial interest rate set annually by the Louisiana Commissioner of Financial Institutions (7.5% for calendar year 2026), whichever is applicable, unless a different rate is stipulated in the Order Form.

(b) The parties may stipulate a conventional interest rate in the Order Form, subject to Louisiana usury limitations.

(d) Provider may suspend Services for undisputed amounts more than [____] days past due, after Putting Customer in Default.

7.6 Fee Disputes

(a) Customer shall notify Provider of any disputed charges within [____] days of invoice date.

(b) Customer shall pay all undisputed amounts by the due date.

(d) Provider shall not suspend Services for amounts subject to a bona fide dispute.

7.7 Price Increases

(a) Fees are fixed for the Initial Term.

(b) Provider may increase Fees for Renewal Terms by providing written notice at least [____] days before the Renewal Term.

ARTICLE 8: INTELLECTUAL PROPERTY

8.1 Provider Intellectual Property

(a) Provider retains all right, title, and interest in and to the Services, Documentation, and all related intellectual property, including:

Software code, architecture, and design
Algorithms, processes, and methodologies
User interfaces and user experience designs
Trade Secrets as defined under La. R.S. 51:1431
All improvements, modifications, and derivative works

(b) No license or right is granted except as expressly stipulated herein.

8.2 Customer Intellectual Property

(a) Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing intellectual property.

(b) Customer grants Provider a limited, non-exclusive license to use Customer Data solely as necessary to provide the Services.

8.3 Feedback

(a) If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Provider may use such Feedback without restriction or compensation.

(b) Customer hereby assigns to Provider all rights in any Feedback.

8.4 Aggregated Data

(a) Provider may collect and analyze aggregated, anonymized data derived from Customer's use of the Services that does not identify Customer or any individual ("Aggregated Data").

(b) Provider may use Aggregated Data to improve the Services, develop new products, and for other lawful business purposes.

8.5 Custom Development

For any custom development performed under this Agreement:

☐ Provider Ownership: Provider owns all custom developments; Customer receives a license to use
☐ Customer Ownership: Customer owns all custom developments; Provider receives a license to incorporate into Services
☐ Joint Ownership: Parties jointly own custom developments
☐ Work Made for Hire: Custom developments are works made for hire owned by Customer
☐ As Specified: Ownership determined per individual Statement of Work

ARTICLE 9: CONFIDENTIALITY

9.1 Confidentiality Obligations

Each party agrees to:

(a) Maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;

(b) Not disclose Confidential Information to any third party except as expressly permitted herein;

(d) Limit access to Confidential Information to employees, contractors, and agents with a need to know who are bound by confidentiality obligations.

9.2 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the receiving party;

(b) Was rightfully known to the receiving party without restriction before disclosure;

(d) Is independently developed without use of Confidential Information.

9.3 Permitted Disclosures

A party may disclose Confidential Information:

(a) To its professional advisors bound by professional confidentiality obligations;

(b) As required by law, regulation, or court order, provided the disclosing party gives prompt notice (if legally permitted) to allow the other party to seek protective measures;

9.4 Trade Secret Protection Under Louisiana Law

(a) The parties acknowledge that certain Confidential Information may constitute Trade Secrets under the Louisiana Uniform Trade Secrets Act (LUTSA), La. R.S. 51:1431 et seq.

(b) Each party agrees to maintain reasonable measures to preserve the secrecy of Trade Secrets as required by La. R.S. 51:1431.

(c) The parties acknowledge that misappropriation of Trade Secrets under LUTSA may give rise to injunctive relief, compensatory damages including unjust enrichment, and in cases of willful and malicious misappropriation, exemplary damages not exceeding twice the compensatory amount (La. R.S. 51:1433).

(d) The prescriptive period for misappropriation claims under LUTSA is three (3) years from the date the misappropriation is discovered or should have been discovered (La. R.S. 51:1436).

9.5 Duration

Confidentiality obligations shall survive termination of this Agreement for a period of [____] years, except that obligations regarding Trade Secrets shall continue for as long as the information qualifies as a Trade Secret under applicable law.

ARTICLE 10: WARRANTIES AND GARANTIE

10.1 Provider Warranties

Provider warrants (garantit) that:

(a) Performance Warranty: The Services will perform materially in accordance with the Documentation during the Subscription Term;

(b) Authority: Provider has full power and authority to enter into this Agreement and grant the rights herein;

(c) Non-Infringement: To Provider's knowledge, the Services do not infringe any third party's intellectual property rights;

(d) Malicious Code: The Services will not contain Malicious Code introduced by Provider;

(e) Compliance: Provider will comply with all laws applicable to Provider's provision of the Services;

(f) Personnel: Provider's personnel performing Professional Services will have the necessary skills and qualifications;

(g) Security: Provider will maintain the security program described in Article 5;

(h) Fitness for Intended Use: Consistent with La. C.C. art. 2475, Provider warrants that the Services are fit for the ordinary purposes for which such services are used, subject to the limitations below.

10.2 Customer Warranties

Customer warrants that:

(a) Customer has full power and authority to enter into this Agreement;

(b) Customer owns or has the right to provide Customer Data to Provider;

(d) Customer will use the Services in compliance with this Agreement and applicable law.

10.3 Warranty Remedies

For breach of Provider's Performance Warranty:

(a) Customer shall notify Provider of any warranty claim within [____] days of discovery;

(b) Provider shall use commercially reasonable efforts to correct the non-conformity;

(c) If Provider cannot correct the non-conformity within [____] days, Customer may dissolve the affected Services and receive a pro-rata restitution of prepaid Fees.

10.4 Limitation of Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LOUISIANA LAW:

(a) EXCEPT FOR THE EXPRESS WARRANTIES IN THIS ARTICLE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE BEYOND THE INTENDED USE DESCRIBED IN THE DOCUMENTATION;

(b) PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;

(d) ANY THIRD-PARTY COMPONENTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

LOUISIANA CIVIL LAW NOTE: Under Louisiana law, warranty disclaimers must be clear, unambiguous, and brought to the buyer's attention. The warranty against redhibitory defects (La. C.C. art. 2520 et seq.) may not be waived if the seller knows of the defect and fails to declare it. This disclaimer applies only to the extent permitted by Louisiana law.

ARTICLE 11: INDEMNIFICATION

11.1 Provider Indemnification

Provider shall defend, indemnify, and hold harmless Customer, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Allegations that the Services infringe any United States patent, copyright, trademark, or misappropriate any trade secret;

(b) Provider's gross fault (faute lourde) or intentional misconduct (dol);

(d) Provider's violation of applicable law in its provision of the Services.

11.2 IP Indemnification Exclusions

Provider's indemnification obligations do not apply to claims arising from:

(a) Modifications to the Services made by Customer without Provider's authorization;

(b) Combination of the Services with products, services, or data not provided by Provider;

(d) Customer Data or Customer's specifications that caused the alleged infringement;

(e) Use of a non-current version of the Services if infringement would have been avoided by using the current version.

11.3 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Provider, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Customer Data, including claims that Customer Data infringes or violates third-party rights;

(b) Customer's breach of the Acceptable Use Policy;

(d) Customer's violation of applicable law in its use of the Services.

11.4 Indemnification Procedures

The indemnified party shall:

(a) Provide prompt written notice of any claim;

(b) Grant the indemnifying party sole control of the defense and settlement;

(d) Not settle any claim without the indemnifying party's prior written consent.

11.5 Solidary Obligations Note

To the extent multiple parties share indemnification obligations under this Article, such obligations shall be solidary (in solido) as provided under La. C.C. art. 1794, meaning each obligor is liable for the whole performance.

ARTICLE 12: LIMITATION OF LIABILITY

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LOUISIANA LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

EXCEPT AS PROVIDED IN SECTION 12.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED:

☐ The total Fees paid or payable by Customer during the twelve (12) months preceding the claim
☐ The total Fees paid or payable by Customer during the twenty-four (24) months preceding the claim
☐ $[________________________________]
☐ Other: [________________________________]

12.3 Exceptions to Limitations

The limitations in Sections 12.1 and 12.2 shall not apply to:

(a) Either party's indemnification obligations under Article 11;

(b) Either party's breach of confidentiality obligations under Article 9;

(d) Claims arising from a party's intentional fault (dol) or gross fault (faute lourde);

(e) Claims arising from Provider's breach of its data security obligations resulting in unauthorized disclosure of Customer Data;

(f) Claims arising from Provider's unauthorized use or disclosure of Customer Data.

12.4 Louisiana Civil Code Limitation

IMPORTANT - La. C.C. art. 2004: Any clause is null that, in advance, excludes or limits the liability of one party for intentional or gross fault that causes damage to the other party. Any clause is null that, in advance, excludes or limits the liability of one party for causing physical injury to the other party. The limitations in this Article are drafted to comply with Article 2004 and do not apply to intentional fault, gross fault, or physical injury.

12.5 Acknowledgment

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS ARTICLE REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE CAUSE OF THE OBLIGATIONS BETWEEN THE PARTIES.

ARTICLE 13: TERM, RENEWAL, AND TERMINATION (DISSOLUTION)

13.1 Initial Term

This Agreement shall commence on the Effective Date and continue for an Initial Term of:

☐ One (1) year
☐ Two (2) years
☐ Three (3) years
☐ Other: [________________________________]

13.2 Renewal (Reconduction)

(a) This Agreement shall automatically renew (tacit reconduction) for successive Renewal Terms of [________________________________] unless either party provides written notice of non-renewal at least [____] days before the end of the then-current term.

(b) Customer may terminate at any time for convenience by providing [____] days written notice, subject to payment of:
☐ All Fees through the end of the then-current term
☐ Early termination fee of [________________________________]
☐ No early termination fee
☐ Other: [________________________________]

13.3 Dissolution for Cause

Either party may dissolve this Agreement by written notice if:

(a) The other party materially breaches this Agreement and fails to cure within [____] days after Putting in Default (mise en demeure);

(b) The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

Louisiana Note: Under La. C.C. art. 2013, when a party fails to perform, the other party may either demand specific performance (execution forcee) or dissolve the contract (resolution), in either case with damages if appropriate.

13.4 Effect of Expiration or Dissolution

Upon expiration or dissolution of this Agreement:

(a) All rights and licenses granted to Customer shall immediately terminate;

(b) Customer shall immediately cease all use of the Services;

(d) Each party shall return or destroy Confidential Information as directed by the disclosing party;

(e) Stipulations that by their nature should survive shall continue in effect.

13.5 Louisiana Prescription Periods

The parties acknowledge that under La. C.C. art. 3499, personal actions (including breach of contract claims) are subject to a liberative prescription of ten (10) years, unless otherwise provided by legislation. The parties may not contractually shorten this prescriptive period below the minimum permitted by Louisiana law.

ARTICLE 14: DATA PORTABILITY AND TRANSITION SERVICES

14.1 Data Export During Subscription

During the Subscription Term, Customer may export Customer Data at any time through:

☐ Self-service export functionality within the Services
☐ API access for programmatic data retrieval
☐ Provider-assisted export upon request
☐ Other: [________________________________]

14.2 Data Export Format

Customer Data shall be made available in the following formats:

☐ CSV (Comma-Separated Values)
☐ JSON (JavaScript Object Notation)
☐ XML (Extensible Markup Language)
☐ Native application format
☐ Database dump (SQL format)
☐ Other: [________________________________]

14.3 Transition Assistance

Upon expiration or dissolution, Provider shall:

(a) Provide Customer access to export Customer Data for a period of [____] days following the termination effective date;

(b) Provide reasonable assistance with data migration at Provider's then-current Professional Services rates;

14.4 Data Deletion

(a) Upon Customer's written request following the transition period, Provider shall:

Delete all Customer Data from production systems within [____] days
Delete Customer Data from backup systems within [____] days or upon normal backup rotation

(b) Provider shall provide written certification of deletion upon Customer's request.

ARTICLE 15: INSURANCE REQUIREMENTS

15.1 Required Insurance

Provider shall maintain the following insurance coverages during the Subscription Term and for [____] years thereafter:

Coverage Type	Minimum Limit	Requirements
Commercial General Liability	$[________________________________] per occurrence / $[________________________________] aggregate	Including products/completed operations
Professional Liability/E&O	$[________________________________] per claim / $[________________________________] aggregate	Covering technology professional services
Cyber Liability/Data Breach	$[________________________________] per incident / $[________________________________] aggregate	Including network security, privacy liability, breach response
Workers' Compensation	Statutory limits	As required by Louisiana law
Employer's Liability	$[________________________________]	Per accident and disease
Umbrella/Excess Liability	$[________________________________]	Excess of primary coverages

15.2 Insurance Requirements

(a) All insurance shall be provided by carriers with an A.M. Best rating of A- or better;

(b) Provider shall provide certificates of insurance upon Customer's request;

(d) Provider shall provide at least thirty (30) days advance notice of cancellation or material change;

(e) Commercial General Liability and Umbrella policies shall name Customer as an additional insured.

ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, including the Louisiana Civil Code and the Louisiana Revised Statutes, without regard to its conflict of laws principles.

16.2 Venue and Jurisdiction

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in:

☐ Orleans Parish, Louisiana (New Orleans)
☐ East Baton Rouge Parish, Louisiana (Baton Rouge)
☐ Caddo Parish, Louisiana (Shreveport)
☐ [________________________________] Parish, Louisiana

Each party waives any objection to such jurisdiction and venue, including inconvenient forum.

16.3 Dispute Resolution Process

Before initiating litigation, the parties agree to the following escalation process:

Step 1 - Informal Resolution: Representatives shall attempt to resolve disputes informally within [____] business days.

Step 2 - Executive Escalation: If unresolved, disputes shall be escalated to each party's executive officer (or designee) for resolution within [____] business days.

Step 3 - Mediation: If still unresolved, the parties shall participate in mediation administered by [________________________________] before commencing litigation. Mediation costs shall be shared equally.

☐ Step 4 - Arbitration (Optional):
If mediation is unsuccessful, disputes shall be resolved by binding arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [________________________________], Louisiana. Judgment on the award may be entered in any court of competent jurisdiction.

16.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LOUISIANA LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

LOUISIANA NOTE: Under La. C.C.P. art. 1731 et seq., the right to jury trial in Louisiana is not absolute and is subject to limitations under Art. 1732. The amount in controversy must exceed $50,000 (exclusive of interest and costs) for a jury trial in most civil cases. Contractual jury waivers are generally enforceable in Louisiana commercial transactions.

16.5 Injunctive Relief

Notwithstanding any dispute resolution procedures, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending resolution of disputes.

16.6 Prevailing Party

In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, consistent with La. R.S. 51:1409 regarding trade practices claims and any other applicable statutory or contractual provision.

ARTICLE 17: GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, including all Order Forms, Statements of Work, and exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

17.2 Amendments

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

17.3 Order of Precedence

In the event of conflict, the following order of precedence applies: (1) Order Forms; (2) Statements of Work; (3) this Agreement; (4) Documentation.

17.4 Assignment (Cession)

Neither party may assign (cede) this Agreement without the other party's prior written consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any purported assignment in violation of this Section is null and void.

17.5 Notices

Notices shall be in writing and delivered by certified mail, overnight courier, or email with confirmation, to the addresses set forth herein or as updated by notice.

Party	Notice Address
Provider	[________________________________]
	[________________________________]
	Email: [________________________________]
Customer	[________________________________]
	[________________________________]
	Email: [________________________________]

17.6 Fortuitous Event (Force Majeure)

Neither party shall be liable for failure or delay in performance due to a fortuitous event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, government actions, pandemics, or failures of telecommunications or power, as contemplated by La. C.C. art. 1873. The affected party shall provide prompt notice and use reasonable efforts to mitigate. If the fortuitous event continues for more than [____] days, either party may dissolve the affected Services without liability.

17.7 Waiver (Renunciation)

No waiver (renunciation) of any right or remedy shall be effective unless in writing. No waiver shall constitute a waiver of any other or subsequent right or remedy.

17.8 Severability

If any stipulation of this Agreement is held invalid or unenforceable, the remaining stipulations shall continue in effect. The parties shall negotiate in Good Faith to replace the invalid stipulation with a valid stipulation that achieves the original intent.

17.9 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, mandate (mandat), or employment relationship.

17.10 Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including the Louisiana Unfair Trade Practices and Consumer Protection Law (La. R.S. 51:1401 et seq.).

17.11 Electronic Signatures

In accordance with La. R.S. 9:2601 et seq. (Louisiana Uniform Electronic Transactions Act):

(a) This Agreement may be executed electronically;

(b) Electronic signatures have the same legal effect as original signatures;

17.12 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17.13 Construction

This Agreement shall be construed in accordance with Louisiana civil law principles, without regard to any presumption against the party that drafted it. Headings are for convenience only and do not affect interpretation.

ARTICLE 18: EXECUTION

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by all stipulations of this Agreement.

PRE-EXECUTION CHECKLIST

Provider Verification:
☐ All Order Forms completed and attached
☐ Pricing confirmed and documented
☐ Service level commitments confirmed
☐ Security certifications current
☐ Insurance certificates available
☐ Implementation timeline established
☐ Louisiana civil law review completed
☐ Legal review completed
☐ Authority to sign verified

Customer Verification:
☐ Business requirements documented
☐ Technical requirements reviewed
☐ Security requirements addressed
☐ Compliance requirements satisfied
☐ Budget approval obtained
☐ Internal stakeholder approval obtained
☐ Legal review completed
☐ Authority to sign verified

SIGNATURE PAGE

PROVIDER

[________________________________]

Field	Information
Signature	________________________________________________
Printed Name	[________________________________]
Title	[________________________________]
Date	[__/__/____]

CUSTOMER

[________________________________]

Field	Information
Signature	________________________________________________
Printed Name	[________________________________]
Title	[________________________________]
Date	[__/__/____]

EXHIBIT A: ORDER FORM

Order Form Number: [________________________________]

Order Form Effective Date: [__/__/____]

Services Ordered

Service/Module	Description	Quantity	Unit Price	Total
[________________________________]	[________________________________]	[____]	$[________]	$[________]
[________________________________]	[________________________________]	[____]	$[________]	$[________]
[________________________________]	[________________________________]	[____]	$[________]	$[________]
[________________________________]	[________________________________]	[____]	$[________]	$[________]

Subscription Details

Field	Value
Initial Term	[________________________________]
Renewal Term	[________________________________]
Billing Frequency	☐ Monthly ☐ Quarterly ☐ Annually
Payment Terms	Net [____] days
Support Tier	☐ Standard ☐ Premium ☐ Enterprise
Uptime Commitment	[____]%

Pricing Summary

Category	Amount
Annual Subscription Fees	$[________________________________]
One-Time Implementation Fees	$[________________________________]
Annual Support Fees (if separate)	$[________________________________]
Total First Year Investment	$[________________________________]

PROVIDER: ___________________________ Date: [__/__/____]

CUSTOMER: ___________________________ Date: [__/__/____]

EXHIBIT B: DATA PROCESSING ADDENDUM

B.1 Scope

This Data Processing Addendum ("DPA") supplements the Agreement with respect to Provider's processing of Personal Information on behalf of Customer.

B.2 Provider Responsibilities

Provider shall:

(a) Process Personal Information only as instructed by Customer;

(b) Ensure personnel are bound by confidentiality obligations;

(d) Assist Customer with data subject requests;

(e) Delete or return Personal Information upon termination;

(f) Make available information necessary to demonstrate compliance.

B.3 Subprocessors

(a) Customer authorizes Provider to engage subprocessors listed at: [________________________________]

(b) Provider shall notify Customer of subprocessor changes [____] days in advance.

B.4 Data Transfers

If Personal Information is transferred outside the United States, Provider shall ensure appropriate safeguards are in place.

EXHIBIT C: SERVICE LEVEL AGREEMENT DETAILS

C.1 Availability Measurement

Provider measures availability using [________________________________].

C.2 Excluded Events

The following are excluded from availability calculations:

☐ Scheduled maintenance within designated windows
☐ Emergency maintenance for security issues
☐ Customer-caused issues
☐ Third-party service failures
☐ Fortuitous events (force majeure)
☐ Network issues outside Provider's control

C.3 Maintenance Schedule

Maintenance Type	Window	Frequency	Notice Required
Standard Maintenance	[________________________________]	[________]	[____] hours
Major Updates	[________________________________]	[________]	[____] days
Emergency Maintenance	As needed	As needed	Best efforts

C.4 Monitoring and Reporting

Provider shall:

(a) Monitor Services availability 24/7/365;

(b) Provide real-time status at: [________________________________];

(d) Alert Customer of outages within [____] minutes.

EXHIBIT D: ACCEPTABLE USE POLICY

D.1 Permitted Use

The Services may be used for lawful business purposes consistent with the Documentation and this Agreement.

D.2 Prohibited Content

Customer shall not use the Services to store, process, or transmit content that violates any applicable law, regulation, or third-party right, contains Malicious Code, or is defamatory, obscene, or fraudulent.

D.3 Capacity Limits

Customer shall not exceed the licensed capacity specified in the applicable Order Form without prior agreement and payment of additional Fees.

PRACTITIONER NOTES FOR LOUISIANA

Key Louisiana-Specific Considerations

Civil Law Jurisdiction. Louisiana is the only U.S. state governed by civil law (derived from the Napoleonic Code) rather than common law. Key terminology differences:
- "Statute of limitations" = "Liberative prescription" (La. C.C. art. 3447 et seq.)
- "Joint and several liability" = "Solidary obligations" (La. C.C. art. 1794)
- "Consideration" = "Cause" (La. C.C. art. 1966)
- "Termination for breach" = "Dissolution" (La. C.C. art. 2013)
- "Lease" = "Louage" (La. C.C. art. 2668)
- "Waiver" = "Renunciation"
- "Agent" = "Mandatary" (mandat)
SaaS Taxability (Effective Jan. 1, 2025). Louisiana HB8 imposed a 5% state sales tax on SaaS ("prewritten computer software access services"). B2B SaaS may be exempt. Local parish taxes may also apply. Custom software is now also taxable.
Interest Rate. Louisiana uses a judicial interest rate set annually by the Commissioner of Financial Institutions (7.5% for 2026). Contractual interest rates are subject to La. C.C. art. 2924 limitations.
Prescription. Personal actions (including breach of contract) are subject to a 10-year liberative prescription under La. C.C. art. 3499. Delictual (tort) actions have a 1-year prescription under La. C.C. art. 3492.
Limitation of Liability - La. C.C. art. 2004. Any clause that excludes or limits liability for intentional or gross fault, or for physical injury, is null and void. Limitation clauses must be clear, specific, and not lead to absurd results.
Warranty Disclaimers. Under Louisiana civil law, warranty disclaimers must be clear, unambiguous, and brought to the buyer's attention. The warranty against redhibitory defects (La. C.C. art. 2520) cannot be waived if the seller knows of the defect.
Trade Secrets. LUTSA (La. R.S. 51:1431 et seq.) provides injunctive relief, compensatory damages, and exemplary damages up to 2x for willful misappropriation. The prescriptive period is 3 years.
Unfair Trade Practices. La. R.S. 51:1401 et seq. prohibits unfair or deceptive acts. If a court finds the conduct was knowing (after AG notice), treble damages may be awarded, plus attorneys' fees and costs.
Data Breach Notification. La. R.S. 51:3074 requires notification within 60 days of discovery. Notification to the AG is also required.
Jury Waiver. Louisiana limits jury trial rights under La. C.C.P. art. 1732 (amount in controversy must exceed $50,000). Contractual jury waivers are generally enforceable in commercial contexts.

This Enterprise Software as a Service Agreement template is designed for use in the State of Louisiana and incorporates Louisiana civil law principles and statutory requirements. As Louisiana is a civil law jurisdiction, practitioners should be mindful of the significant differences between Louisiana law and common law jurisdictions. Legal counsel should review this Agreement before execution to ensure compliance with current law and suitability for specific business needs.

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About This Template

A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.

Important Notice

This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: March 2026