Enterprise Software as a Service Agreement - Nevada

ENTERPRISE SOFTWARE AS A SERVICE AGREEMENT

STATE OF NEVADA

Use gate. Use this Agreement only for private entities acting for business
purposes after classifying the hosted Services, professional services, data,
hosting locations, integrations, third-party components, customer types, and
regulated features. Do not use it for consumer, public-sector, health,
financial, education, insurance, employment, critical-infrastructure, biometric,
children's, or other specially regulated processing without tailored terms.

1. AGREEMENT INFORMATION

Document hierarchy:

1. Signed amendment expressly identifying the provision changed
2. Data, security, AI, regulated-industry, or other specialized addendum for its subject
3. Signed Order Form for commercial selections and stated overrides
4. Signed Statement of Work for professional services
5. This Agreement
6. Documentation and policies only to the extent expressly incorporated

No changeable web page overrides a signed document unless the signed document
states a controlled, authenticated, and enforceable update process.

2. PARTIES

Provider

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Principal Address: [________________________________]

Primary Contact: [________________________________]

Billing Contact: [________________________________]

Security Contact: [________________________________]

Privacy Contact: [________________________________]

Customer

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Principal Address: [________________________________]

Primary Contact: [________________________________]

Billing Contact: [________________________________]

Security Contact: [________________________________]

Privacy Contact: [________________________________]

Each is a "Party"; together, the "Parties."

3. DEFINITIONS

"Authorized User" means a person Customer permits to use the Services under
an Order Form.

"Customer Data" means data submitted to or generated for Customer through
the Services, excluding Provider telemetry and deidentified data only to the
extent defined and permitted in the Data Schedule.

"Deliverable" means an identified professional-services output in a signed
SOW.

"Documentation" means the versioned user and technical materials identified
in the applicable Order Form.

"Order Form" means a signed ordering schedule under this Agreement.

"Provider Materials" means the Services, Documentation, software,
interfaces, methods, models, tools, templates, know-how, and preexisting
materials identified in the IP Schedule.

"Security Incident" means the event defined in the Security Schedule.

"Services" means only the hosted services and features identified in an
Order Form.

"SLA" means the completed service-level schedule.

"SOW" means a signed Statement of Work.

"Subscription Term" means the period stated in the applicable Order Form.

4. SERVICE AND TRANSACTION MAP

Before access begins, the Parties shall complete:

The Parties shall not treat all components as one transaction for title,
license, tax, warranty, acceptance, data, or remedy purposes.

5. ACCESS RIGHTS

Subject to the applicable Order Form, Provider grants Customer a limited,
nonexclusive, nontransferable right during the Subscription Term for Authorized
Users to access and use the Services for Customer's internal business purposes.

Authorized Users: [________________________________]

Entities permitted to use: [________________________________]

Territory and locations: [________________________________]

Usage limits: [________________________________]

Environments: ☐ Production ☐ Sandbox ☐ Test ☐ Other: [________________________________]

Customer shall:

☐ Maintain current Authorized User records

☐ Protect credentials and use approved authentication

☐ Promptly disable unauthorized or departed users

☐ Use the Services within the Documentation and Order Form

Customer shall not, except as expressly permitted:

☐ Resell, sublicense, time-share, or provide bureau access

☐ Circumvent usage, security, or access controls

☐ Introduce malicious code

☐ Use the Services for prohibited products, decisions, persons, or activities

☐ Copy, modify, translate, reverse engineer, or create derivative works

☐ Remove notices or misrepresent origin

☐ Conduct unapproved security or load testing

Permitted interoperability, benchmarking, or testing: [________________________________]

6. ORDER FORMS AND CHANGES

Each Order Form must state:

☐ Services, editions, features, and versions

☐ Subscription Term and renewal

☐ Authorized Users and usage metrics

☐ Fees, currency, billing, and payment

☐ Hosting and support tier

☐ Data categories, individuals, and locations

☐ Security and compliance schedules

☐ Implementation and dependencies

☐ Tax treatment

☐ Customer type and regulated features

☐ Overrides to this Agreement

No Order Form is effective unless signed or accepted through the authenticated
method identified here: [________________________________].

Provider may change generally available features only under the change-control
process in the applicable Order Form, including notice, material-adverse-change
criteria, migration, deprecation, compatibility, security, and termination
rights.

7. IMPLEMENTATION AND PROFESSIONAL SERVICES

Professional services require a signed SOW stating:

☐ Scope and Deliverables

☐ Assumptions and Customer dependencies

☐ Personnel and locations

☐ Milestones and acceptance tests

☐ Fees, expenses, and budget controls

☐ Change-control method

☐ Customer systems and access

☐ Data migration and validation

☐ IP ownership and licenses

☐ Security and compliance

Acceptance period: [____] Business Days after delivery

Silence does not create acceptance unless the SOW expressly states the evidence,
notice, cure, and deemed-acceptance mechanism.

No SOW creates work-made-for-hire, ownership transfer, or a license by label
alone.

8. SERVICE LEVELS, SUPPORT, AND MAINTENANCE

The SLA must state:

☐ Availability calculation and measurement point

☐ Included Services and regions

☐ Scheduled maintenance

☐ Exclusions and Customer-caused events

☐ Incident priorities

☐ Response and restoration targets

☐ Status communications and escalation

☐ Service credits and request deadline

☐ Chronic-failure and termination rights

☐ Exclusive or nonexclusive remedy selection

Support tier: [________________________________]

Support hours and time zone: [________________________________]

Support channels: [________________________________]

Maintenance window: [________________________________]

A service credit, response target, or availability percentage has no effect
unless completed in the SLA.

9. CUSTOMER RESPONSIBILITIES

Customer shall:

☐ Provide accurate configuration and dependency information

☐ Maintain Customer systems, connectivity, and compatible environments

☐ Obtain permissions for Customer Data and Authorized Users

☐ Configure access and security selections

☐ Review Provider notices and reports

☐ Use the Services under approved policies and law

☐ Prevent prohibited or harmful use

☐ Cooperate with incident, support, migration, and exit processes

Customer administrator: [________________________________]

Customer dependencies: [________________________________]

Prohibited content or use: [________________________________]

Provider is not responsible for Customer systems or instructions except to the
extent expressly assumed in a signed schedule.

10. FEES, INVOICING, AND PAYMENT

Fees are stated in each Order Form.

Billing: ☐ Advance ☐ Arrears ☐ Milestone ☐ Usage

Invoice frequency: [________________________________]

Payment due: [____] days after receipt of a correct, undisputed invoice

Payment method: [________________________________]

Purchase order requirement: [________________________________]

Invoice dispute period: [____] days

Customer shall pay undisputed amounts while the Parties investigate a disputed
item.

Late Charges — Select After Counsel Review

☐ No late charge

☐ Simple interest on undisputed overdue amounts at [____]% per year, not
exceeding the maximum permitted rate

☐ Other: [________________________________]

This Agreement does not state a statutory rate, public-payment deadline,
judgment result, fee award, or collection remedy.

Suspension for Nonpayment

Provider may suspend only after the notice, cure, escalation, continuity,
security, and data-protection steps stated in the Order Form.

11. TAXES

Attach a current transaction-specific tax schedule for the actual Services,
locations, parties, exemptions, invoice date, and transaction structure.

The schedule must state:

☐ Classification and sourcing

☐ Applicable rates and effective dates

☐ Exemptions, deductions, and documentation

☐ Invoicing, collection, remittance, audit, and refunds

☐ Withholding and tax receipts

☐ Taxes based on each Party's income

This Agreement does not hard-code a tax type, rate, registration, form,
certificate, or SaaS tax result.

12. CUSTOMER DATA AND DATA USE

Customer retains its rights in Customer Data. Customer grants Provider only the
rights stated in the Data Schedule to host, copy, transmit, process, display,
and otherwise handle Customer Data for the identified purposes.

The Data Schedule must state:

☐ Data categories and individuals

☐ Source and permission

☐ Party roles

☐ Processing purposes

☐ Hosting and transfer locations

☐ Subprocessors

☐ Retention and deletion

☐ Return and export format

☐ Support access

☐ Telemetry and product analytics

☐ Deidentification standard and prohibited reidentification

☐ AI training, model improvement, and output use

No Customer Data, prompt, output, or Confidential Information may be used to
train or improve a general model unless the signed AI or Data Schedule expressly
permits the defined data, model, purpose, safeguards, retention, and opt-out.

13. SECURITY

Provider shall maintain the safeguards selected in the Security Schedule.

The schedule must state:

☐ Security governance and risk assessment

☐ Access control and authentication

☐ Encryption and key management

☐ Secure development and change control

☐ Vulnerability management and testing

☐ Logging, monitoring, and detection

☐ Backup, recovery, continuity, and resilience

☐ Personnel and supplier controls

☐ Audit reports and evidence

☐ Customer testing rights

☐ Remediation and exceptions

☐ Data return and deletion evidence

A certification or report is evidence for its defined scope and period and is
not a general warranty of compliance or security.

14. SECURITY INCIDENTS

Contract notice: Provider shall notify Customer within [____] hours after
confirming a Security Incident affecting Customer Data.

Notice shall include available:

☐ Incident date and discovery date

☐ Affected systems and data

☐ Known individuals and locations

☐ Containment and remediation

☐ Risk and impact assessment

☐ Contact and update schedule

The Data and Security Schedules must allocate investigation, preservation,
forensics, legal-role analysis, notice decision-making, content, timing,
regulator or third-party communications, costs, credit monitoring or other
remediation, and public statements.

Contract notice does not replace a shorter or role-specific duty. No fixed
resident-notice survey in this Agreement determines coverage for the actual
incident.

15. CONFIDENTIALITY

Each Party shall protect the other's defined Confidential Information and use
it only for this Agreement.

Exclusions require documented prior knowledge, public availability without
breach, lawful third-party receipt, or independent development.

Permitted recipients: [________________________________]

Compelled-disclosure procedure: [________________________________]

Return or deletion: [________________________________]

Contract confidentiality period: [________________________________]

Trade-secret treatment: [________________________________]

A contractual label does not itself establish statutory trade-secret status or
automatic injunction, damages, fees, or limitations consequences.

16. INTELLECTUAL PROPERTY

Provider retains Provider Materials. Customer retains Customer Data and
Customer materials. Deliverables, configurations, integrations, feedback,
third-party components, open-source software, outputs, and transferred rights
must be addressed in the IP Schedule.

The IP Schedule must state:

☐ Ownership

☐ License scope and purpose

☐ Territory and duration

☐ Sublicensing and transfer

☐ Modification and derivative rights

☐ Enforcement and cooperation

☐ Third-party and open-source terms

☐ Feedback selection

☐ Termination effects

No product label, configuration, payment, or checkbox alone transfers
ownership or creates joint ownership or work-made-for-hire status.

17. THIRD-PARTY SERVICES AND INTEGRATIONS

Schedule all third-party components and integrations:

For each component, state:

☐ License or terms

☐ Fees

☐ Availability and support

☐ Security and privacy

☐ Changes and discontinuation

☐ Substitution and migration

☐ Liability allocation

Provider shall not silently add a materially different third party that
changes agreed data, security, location, or regulated-industry terms.

18. WARRANTIES AND DISCLAIMERS

Each Party warrants its signer has authority.

Provider's service warranties, performance standard, malware commitment,
professional-services standard, cure period, and remedies are stated here or in
the applicable schedule:

[________________________________]

Customer warrants it has the rights and permissions stated in the Data Schedule
for Customer Data and instructions.

Any disclaimer must be conspicuous and completed by counsel for the classified
transaction. This Agreement does not assume a hosted service is a sale of goods
or import goods-law warranty language without classification.

Disclaimer text, if selected: [________________________________]

Warranty remedy: [________________________________]

19. COMPLIANCE AND SPECIALIZED USE

Before launch, attach requirements for:

☐ Consumer use

☐ Public-sector procurement

☐ Health or medical data

☐ Financial, payment, or insurance data

☐ Education or children's data

☐ Employment or worker monitoring

☐ Biometric or precise-location data

☐ Accessibility

☐ Export controls and sanctions

☐ Records, audit, retention, and legal hold

☐ AI or automated decisions

☐ Other regulated activity: [________________________________]

Each Party shall comply with the completed schedules assigned to it. Signing
this general form does not certify compliance with an unidentified law or
industry.

20. INDEMNITY, LIABILITY, AND INSURANCE

Attach a counsel-reviewed Risk Schedule stating:

☐ Covered persons and claims

☐ Third-party and direct claims

☐ IP, data, security, tax, content, and regulatory allocations

☐ Notice and defense control

☐ Settlement consent

☐ Exclusions and standards

☐ Damage exclusions and caps

☐ Supercap or uncapped selections

☐ Service-credit interaction

☐ Insurance coordination

☐ Available-asset and payment mechanics

No indemnity, exculpation, cap, damage exclusion, automatic fee award,
injunction, no-bond remedy, or waiver arises from this heading alone.

Insurance required: [________________________________]

Evidence and renewal: [________________________________]

21. TERM, RENEWAL, AND TERMINATION

The Agreement begins on the Effective Date and continues while an Order Form is
active unless terminated under this Section.

Renewal: ☐ No automatic renewal ☐ Renewal by signed Order Form
☐ Other: [________________________________]

Renewal notice: [____] days

Termination without cause: [________________________________]

Material breach cure: [____] days

Insolvency or other trigger: [________________________________]

Security or prohibited-use suspension: [________________________________]

A suspension or termination notice must identify the basis, scope, evidence
available, cure or review path, and affected Services.

22. EXIT, DATA RETURN, AND TRANSITION

On expiration or termination:

☐ Access ends on: [________________________________]

☐ Customer export window: [____] days

☐ Export format and method: [________________________________]

☐ Transition assistance: [________________________________]

☐ Fees: [________________________________]

☐ Provider deletion deadline: [____] days after export window

☐ Backup deletion cycle: [________________________________]

☐ Deletion certificate: [________________________________]

☐ Legal-retention exceptions and isolation: [________________________________]

☐ Third-party component transition: [________________________________]

Termination does not erase accrued payment, confidentiality, IP, data return,
security incident, audit, indemnity, liability, or dispute terms expressly
stated to survive.

23. AUDIT AND RECORDS

Provider shall provide the security and compliance evidence identified in the
Security Schedule.

Customer audit rights:

Frequency: [________________________________]

Notice: [____] days

Independent auditor: [________________________________]

Scope: [________________________________]

Confidentiality and security: [________________________________]

Cost allocation: [________________________________]

Remediation process: [________________________________]

Customer records and legal-hold requests must be addressed in the Data
Schedule. Audit rights do not permit access to other customers' data or
Provider trade secrets beyond the agreed evidence.

24. DISPUTES

Executive escalation: [________________________________]

Negotiation period: [____] days

Mediation: ☐ None ☐ Under attached addendum

Arbitration: ☐ None ☐ Under attached counsel-reviewed addendum

Court route: Subject to jurisdiction and mandatory venue, courts serving
[________________________________] County, Nevada, or a federal court with
jurisdiction over that county.

Jury terms: ☐ No contractual waiver
☐ Counsel-reviewed conspicuous waiver attached

Fees and costs: ☐ Each side bears its own
☐ As stated in attached addendum

This Agreement does not presume entitlement to provisional relief, waive bond
or other procedure, establish court jurisdiction, shorten a claim period, or
create arbitration through a checkbox alone.

25. GENERAL TERMS

Notices: [________________________________]

Assignment and change of control: [________________________________]

Subcontractors and subprocessors: [________________________________]

Force majeure: [________________________________]

Amendments: Signed writing by authorized representatives

Entire Agreement: This Agreement and completed schedules supersede prior
discussions for their subject matter.

Order of Precedence: Section 1

Severability: [________________________________]

No Waiver: A waiver must be in a signed record and applies only to the
identified event.

No Intended Third-Party Beneficiaries: [________________________________]

Governing Law Selection: Nevada, subject to mandatory law and
conflict-of-laws analysis.

Counterparts and Electronic Exchange: The Parties may sign counterparts and
exchange authenticated signature pages electronically, subject to any
transaction-specific consent, attribution, delivery, record, notarial, filing,
and retention requirement identified by counsel.

26. SIGNATURES

By signing, each Party confirms that it reviewed the completed Agreement, Order
Forms, and schedules and had an opportunity for independent legal and tax advice.

Provider

Legal Name: [________________________________]

Authorized Signer: [________________________________]

Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Customer

Legal Name: [________________________________]

Authorized Signer: [________________________________]

Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

EXHIBIT A: ORDER FORM

EXHIBIT B: SERVICE LEVEL AGREEMENT

Availability: [________________________________]

Measurement: [________________________________]

Maintenance: [________________________________]

Priority and Response Targets: [________________________________]

Service Credits: [________________________________]

Chronic Failure: [________________________________]

EXHIBIT C: SECURITY SCHEDULE

Security Framework and Scope: [________________________________]

Access and Encryption: [________________________________]

Development and Vulnerability Management: [________________________________]

Monitoring and Incident Response: [________________________________]

Continuity and Recovery: [________________________________]

Evidence and Testing: [________________________________]

EXHIBIT D: DATA PROCESSING SCHEDULE

Party Roles: [________________________________]

Data and Individuals: [________________________________]

Purposes: [________________________________]

Locations and Transfers: [________________________________]

Subprocessors: [________________________________]

Retention, Return, and Deletion: [________________________________]

Legal Notice Allocation: [________________________________]

EXHIBIT E: PROFESSIONAL SERVICES SOW

Scope and Deliverables: [________________________________]

Milestones: [________________________________]

Dependencies: [________________________________]

Acceptance: [________________________________]

Fees and Expenses: [________________________________]

IP Terms: [________________________________]

EXHIBIT F: TAX, IP, COMPLIANCE, RISK, AND DISPUTE SCHEDULES

Tax: [________________________________]

IP: [________________________________]

Specialized Compliance: [________________________________]

Indemnity, Liability, and Insurance: [________________________________]

Disputes: [________________________________]

This private business-to-business SaaS agreement must be completed with its
Order Forms, SLA, security, data, professional-services, tax, IP, compliance,
risk, and dispute schedules and reviewed by qualified Nevada counsel and
tax advisors before launch or signature.