SaaS Agreement - SMB (Alabama)

SOFTWARE AS A SERVICE AGREEMENT (SMB)

STATE OF ALABAMA

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Access Rights and Restrictions
4. Service Levels and Support
5. Customer Obligations
6. Fees and Payment
7. Free Trial and Beta Services
8. Data Protection and Security
9. Intellectual Property and Feedback
10. Confidentiality
11. Warranties and Disclaimers
12. Indemnification
13. Limitations of Liability
14. Term, Renewal, and Termination
15. Compliance
16. Governing Law and Dispute Resolution
17. Miscellaneous
18. Signatures
19. Order Form
20. Attachments

1. PARTIES AND RECITALS

Effective Date: [__/__/____]

This Software as a Service Agreement ("Agreement") is entered into as of the Effective Date by and between:

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

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

(each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, Provider has developed and operates a cloud-based software application known as [________________________________] (the "Service"); and

WHEREAS, Customer desires to subscribe to the Service for its internal business operations pursuant to the terms of this Agreement;

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

2. DEFINITIONS

2.1 "Authorized Users" means the individuals authorized by Customer to access and use the Service under Customer's account, not to exceed the number specified in the Order Form.

2.2 "Customer Data" means all data, content, and information uploaded, submitted, or transmitted to the Service by or on behalf of Customer or its Authorized Users.

2.3 "Documentation" means the user guides, online help files, and technical documentation for the Service made available by Provider.

2.4 "Effective Date" means the date set forth above or the date of last signature, whichever is later.

2.5 "Order Form" means the order document executed by the Parties specifying the Service plan, number of Authorized Users, fees, Subscription Term, and other commercial terms (Section 19).

2.6 "Personal Information" means an individual's first name or first initial and last name in combination with one or more of the following data elements: Social Security number, driver's license number, financial account number with access code, or medical or health information, as defined under Ala. Code § 8-38-2.

2.7 "Service" means the cloud-based software application described in the Order Form and Documentation, including all updates and upgrades made generally available by Provider during the Subscription Term.

2.8 "Service Level Agreement" or "SLA" means the uptime and performance commitments set forth in Attachment B.

2.9 "Subscription Term" means the initial term and any renewal terms as specified in the Order Form and Section 14.

3. ACCESS RIGHTS AND RESTRICTIONS

3.1 License Grant. Subject to the terms of this Agreement and the Order Form, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes and up to the number of Authorized Users specified in the Order Form.

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

(a) Sublicense, sell, resell, rent, lease, or distribute the Service or any rights therein;
(b) Copy, modify, adapt, or create derivative works of the Service;
(c) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
(d) Access the Service to build a competitive product or service or for benchmarking purposes without Provider's prior written consent;
(e) Use the Service in violation of applicable law or the Acceptable Use Policy;
(f) Circumvent or disable any security, access control, or usage-limiting features of the Service;
(g) Share login credentials among multiple individuals or exceed the licensed number of Authorized Users; or
(h) Use the Service to store or transmit malicious code, viruses, or harmful content.

3.3 User Responsibility. Customer is responsible for all activities conducted through its Authorized Users' accounts and for ensuring that Authorized Users comply with this Agreement and the Acceptable Use Policy.

4. SERVICE LEVELS AND SUPPORT

4.1 Uptime Commitment. Provider shall use commercially reasonable efforts to maintain Service availability of [____]% per calendar month, measured as set forth in the SLA (Attachment B), excluding scheduled maintenance and force majeure events.

4.2 SLA Credits. If Provider fails to meet the uptime commitment, Customer shall be entitled to service credits as specified in the SLA. SLA credits are Customer's sole and exclusive remedy for failure to meet the uptime commitment, unless chronic SLA failures (defined as three or more consecutive months below the uptime commitment) trigger Customer's right to terminate under Section 14.5.

4.3 Scheduled Maintenance. Provider shall provide at least [____] hours' advance notice of scheduled maintenance windows and shall use commercially reasonable efforts to schedule maintenance during off-peak hours.

4.4 Support. Provider shall provide technical support in accordance with the Support Policy (Attachment C), including:

☐ Email support during business hours ([____] to [____] Central Time)
☐ Phone support during business hours
☐ 24/7 emergency support for Critical issues
☐ Online knowledge base and self-service documentation
☐ Dedicated account manager (if applicable per Order Form)

5. CUSTOMER OBLIGATIONS

5.1 Account Information. Customer shall provide accurate and complete registration information and maintain current contact and billing details throughout the Subscription Term.

5.2 Security. Customer shall:
(a) Maintain the confidentiality of all login credentials and access tokens;
(b) Implement reasonable security measures for Customer-controlled configurations and integrations;
(c) Promptly notify Provider of any unauthorized access to the Service or suspected security breach; and
(d) Not share account credentials among multiple individuals.

5.3 Acceptable Use. Customer shall comply with the Acceptable Use Policy (Attachment E) and all applicable federal, state, and local laws in its use of the Service.

5.4 Cooperation. Customer shall provide reasonable cooperation, information, and access necessary for Provider to deliver the Service, including timely responses to support inquiries and participation in onboarding activities.

6. FEES AND PAYMENT

6.1 Fees. Customer shall pay the subscription fees, usage-based fees, and any other charges specified in the Order Form ("Fees"). All Fees are quoted in U.S. dollars unless otherwise specified.

6.2 Invoicing and Payment. Provider shall invoice Customer in accordance with the billing frequency set forth in the Order Form. All invoices are due and payable within [____] days of receipt ("Payment Terms").

6.3 Late Payment. Past-due amounts shall accrue interest at the rate of [____]% per month, or the maximum rate permitted under Alabama law, whichever is less. Under Ala. Code § 8-8-1, the legal rate of interest in Alabama is 6% per annum when no rate is specified by contract. For B2B agreements, the Parties may agree to a higher contractual rate, subject to reasonableness. Customer shall reimburse Provider's reasonable collection costs, including attorney fees, incurred in connection with collection of overdue amounts.

6.4 Taxes. Fees do not include taxes. Customer is responsible for all applicable sales, use, value-added, withholding, and other taxes, excluding taxes based on Provider's net income. Alabama imposes sales tax on certain SaaS products depending on the nature of the transaction and whether it is classified as a service or tangible personal property.

6.5 Suspension for Non-Payment. Provider may suspend Customer's access to the Service if any undisputed invoice remains unpaid for more than [____] days after written notice of non-payment. Access shall be restored promptly upon receipt of full payment of all outstanding amounts.

6.6 Fee Increases. Provider may increase Fees for renewal Subscription Terms upon at least [____] days' written notice prior to the commencement of the renewal term. If Customer objects to a fee increase, Customer may terminate this Agreement effective at the end of the then-current Subscription Term by providing written notice within [____] days of receiving the fee increase notice.

6.7 Disputed Invoices. Customer must notify Provider in writing of any invoice dispute within [____] days of receipt. Undisputed portions remain due per the Payment Terms. The Parties shall work in good faith to resolve disputes within [____] days.

7. FREE TRIAL AND BETA SERVICES

7.1 Free Trial. If the Order Form includes a free trial period, Customer may use the Service during the trial period at no charge, subject to the following:

(a) The Service is provided "AS IS" during the trial period with no warranties, SLA commitments, or indemnification obligations;
(b) Provider may terminate the trial at any time with [____] days' notice;
(c) Upon expiration of the trial, Customer's access will be suspended unless Customer purchases a paid subscription; and
(d) Customer Data uploaded during the trial may be deleted [____] days after trial expiration unless a paid subscription is purchased.

7.2 Beta Services. Provider may offer pre-release or beta features ("Beta Services") at no additional charge. Beta Services are provided "AS IS" without warranties, SLA, support obligations, or indemnification. Provider may modify or discontinue Beta Services at any time without notice.

8. DATA PROTECTION AND SECURITY

8.1 Customer Data Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Provider acquires no ownership rights in Customer Data.

8.2 Data Use. Provider may use Customer Data solely to provide the Service and as directed by Customer. Provider may generate and use aggregated, de-identified data that does not identify Customer or any individual for purposes of improving the Service, benchmarking, and analytics.

8.3 Security Measures. Provider shall implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction. Provider shall maintain "reasonable security measures" as required by Ala. Code § 8-38-7 for entities that maintain sensitive personally identifying information.

8.4 Data Processing Agreement. The Data Processing Addendum (Attachment D) governs the processing of Personal Information and is incorporated by reference.

8.5 Alabama Data Breach Notification Act (Ala. Code § 8-38-1 et seq.).

In the event of a breach of security involving Customer Data containing Personal Information of Alabama residents, Provider shall:

(a) Notify Customer within [____] hours of confirmation that a breach has occurred;
(b) Cooperate with Customer in complying with notification obligations under Ala. Code § 8-38-5, which requires notification to affected individuals within forty-five (45) days of the determination that a breach has occurred;
(c) Assist Customer in notifying the Alabama Attorney General if the breach affects more than 1,000 Alabama residents (Ala. Code § 8-38-6);
(d) Assist Customer in notifying consumer credit-reporting agencies if the breach affects more than 1,000 Alabama residents; and
(e) Conduct a good-faith and prompt investigation as required by Ala. Code § 8-38-4.

8.6 Breach Notification Content. Notices to affected individuals shall include, to the extent available and consistent with Ala. Code § 8-38-5(c):
(a) The date or estimated date of the breach;
(b) A description of the Personal Information involved;
(c) A general description of the breach;
(d) Steps taken to restore security and confidentiality;
(e) Contact information for the entity providing notice; and
(f) Information about the Alabama Attorney General's Office and FTC for further assistance.

8.7 Penalties. Willful or reckless disregard of breach notification requirements may subject the violating entity to penalties of up to $2,000 per individual, capped at $500,000, enforceable under the Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.).

8.8 Data Return and Deletion. Upon termination or expiration of this Agreement, Provider shall make Customer Data available for export for [____] days, after which Provider shall delete Customer Data in accordance with the DPA and certify such deletion in writing upon request.

9. INTELLECTUAL PROPERTY AND FEEDBACK

9.1 Provider IP. Provider and its licensors retain all right, title, and interest in and to the Service, Documentation, and all related technology, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

9.2 Customer Data. Customer retains all intellectual property rights in Customer Data.

9.3 Feedback. If Customer provides suggestions, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer grants Provider a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, modify, and incorporate such Feedback into the Service without restriction or obligation to Customer.

9.4 Aggregate Data. Provider may collect and use aggregate, de-identified data derived from Customer's use of the Service for purposes of improving the Service, benchmarking, and analytics, provided such data does not identify Customer or any individual.

10. CONFIDENTIALITY

10.1 Definition. "Confidential Information" means all information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, financial information, customer lists, technical data, trade secrets, and the terms of this Agreement.

10.2 Obligations. The Recipient shall:
(a) Use Confidential Information solely for purposes of this Agreement;
(b) Not disclose Confidential Information to third parties except to employees, contractors, and professional advisors with a need to know who are bound by confidentiality obligations at least as protective as this Section;
(c) Protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

10.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient prior to disclosure, as evidenced by written records; (c) was independently developed without use of Confidential Information; or (d) was rightfully received from a third party without restriction.

10.4 Compelled Disclosure. The Recipient may disclose Confidential Information as required by law, regulation, or court order, provided that the Recipient gives the Discloser prompt written notice (to the extent legally permissible), cooperates in seeking a protective order, and discloses only the minimum required.

10.5 Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.). Claims related to misappropriation of trade secrets are governed by the Alabama Trade Secrets Act, which provides for injunctive relief (Ala. Code § 8-27-3), damages including unjust enrichment (Ala. Code § 8-27-4), and a two-year statute of limitations (Ala. Code § 8-27-5). Confidentiality obligations regarding trade secrets survive for as long as the information qualifies as a trade secret under applicable law.

10.6 Survival. Confidentiality obligations survive expiration or termination of this Agreement for [____] years, except as provided in Section 10.5 for trade secrets.

11. WARRANTIES AND DISCLAIMERS

11.1 Provider Warranties. Provider warrants that:

(a) The Service will materially conform to the Documentation during the Subscription Term;
(b) Professional services (if any) will be performed in a professional and workmanlike manner consistent with generally accepted industry standards;
(c) The Service will not, at the time of delivery, contain any malware, viruses, or intentionally harmful code; and
(d) Provider has the authority to enter into this Agreement and grant the rights herein.

11.2 Customer Warranties. Customer warrants that:

(a) Customer has the authority to enter into this Agreement;
(b) Customer's use of the Service will comply with all applicable laws; and
(c) Customer Data will not infringe the intellectual property rights of any third party.

11.3 Warranty Remedy. If the Service fails to conform to the warranty in Section 11.1(a), Provider shall, at its option: (i) correct the non-conformity at no additional charge; or (ii) refund a pro rata portion of prepaid Fees for the period of non-conformity. This remedy is Customer's sole and exclusive remedy for breach of the warranty in Section 11.1(a).

11.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, AND TO THE MAXIMUM EXTENT PERMITTED BY ALABAMA LAW (INCLUDING ALA. CODE § 7-2-316 AS APPLICABLE), THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12. INDEMNIFICATION

12.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and reasonable attorney fees alleging that Customer's use of the Service in accordance with this Agreement infringes a United States patent, copyright, or trademark, or misappropriates a trade secret under the Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.) or the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) ("IP Claim"). Provider's obligations do not apply to claims arising from: (a) Customer Data; (b) modifications not made by Provider; (c) combination of the Service with non-Provider products; (d) use contrary to this Agreement; or (e) use of a non-current version if infringement would have been avoided with the current version.

12.2 Provider Remedies. If an IP Claim is made or is reasonably anticipated, Provider may, at its option and expense: (a) obtain for Customer the right to continue using the Service; (b) modify the Service to make it non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected portion of the Service and refund a pro rata portion of prepaid Fees for the unused Subscription Term.

12.3 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims arising from: (a) Customer Data; (b) Customer's violation of the Acceptable Use Policy; or (c) Customer's use of the Service in breach of this Agreement or applicable law.

12.4 Procedure. The indemnified Party shall: (a) provide prompt written notice of the claim (failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced); (b) grant the indemnifying Party sole control of the defense and settlement (provided the indemnifying Party shall not settle any claim that imposes obligations on the indemnified Party without consent, which shall not be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying Party's expense.

13. LIMITATIONS OF LIABILITY

13.1 Liability Cap. EXCEPT FOR THE CARVE-OUTS IN SECTION 13.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE [____]-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.2 Exclusion of Consequential Damages. EXCEPT FOR THE CARVE-OUTS IN SECTION 13.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Carve-Outs. The limitations in Sections 13.1 and 13.2 do not apply to:

(a) Either Party's indemnification obligations under Section 12;
(b) Either Party's breach of confidentiality obligations under Section 10;
(c) Customer's payment obligations under Section 6;
(d) Liability arising from a Party's gross negligence or willful misconduct;
(e) Provider's breach of data security obligations resulting in a breach covered by the Alabama Data Breach Notification Act; or
(f) Liability that cannot be limited under Alabama law.

14. TERM, RENEWAL, AND TERMINATION

14.1 Subscription Term. The initial Subscription Term is specified in the Order Form and commences on the Effective Date.

14.2 Auto-Renewal. Unless either Party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current Subscription Term, this Agreement shall automatically renew for successive terms of equal length to the initial Subscription Term ("Renewal Terms").

14.3 Auto-Renewal Notice Practices.

Alabama does not currently have a dedicated automatic renewal statute for service contracts. However, consistent with general Alabama contract law and the Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.), Provider agrees to the following:

(a) Clear Disclosure: The automatic renewal provision, including renewal term length and cancellation procedure, is disclosed in this Section 14 and the Order Form;
(b) Pre-Renewal Notice: Provider shall send Customer written or electronic notice of the upcoming automatic renewal at least [____] days before the cancellation deadline;
(c) Cancellation Method: Customer may cancel the automatic renewal by providing written notice to Provider at the address or email set forth in this Agreement; and
(d) Fee Disclosure: Any changes to Fees for the renewal term shall be disclosed in the pre-renewal notice.

14.4 Termination for Cause. Either Party may terminate this Agreement if:

(a) The other Party commits a material breach that remains uncured for [____] days after written notice specifying the breach in reasonable detail; or
(b) The other Party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or is subject to a proceeding under any bankruptcy or insolvency law.

14.5 Termination for Chronic SLA Failure. Customer may terminate this Agreement upon [____] days' written notice if the Service fails to meet the uptime commitment for three (3) or more consecutive calendar months.

14.6 Suspension. Provider may suspend Customer's access to the Service:
(a) For non-payment in accordance with Section 6.5;
(b) If Customer's use violates the Acceptable Use Policy and Customer fails to cure within [____] hours of notice;
(c) If required by law, regulation, or court order; or
(d) If Provider reasonably determines that Customer's use poses a security risk to the Service or to other customers.

14.7 Effect of Termination.

(a) Fees. Customer shall pay all Fees accrued through the effective date of termination. If Customer terminates for Provider's uncured material breach, Provider shall refund a pro rata portion of prepaid Fees for the unused portion of the Subscription Term.
(b) Data Export. Provider shall make Customer Data available for export in a standard, machine-readable format for [____] days following the effective date of termination.
(c) Data Deletion. After the data export period, Provider shall delete Customer Data in accordance with the DPA and shall certify such deletion in writing upon Customer's request.
(d) Survival. Sections 2, 6 (for accrued obligations), 9.1, 10, 11.4, 12, 13, 15, 16, and 17 survive termination or expiration of this Agreement.

15. COMPLIANCE

15.1 Acceptable Use. Customer shall comply with the Acceptable Use Policy (Attachment E) and all applicable laws.

15.2 Export Controls. Neither Party shall export or re-export the Service or Customer Data in violation of U.S. export control laws, including the Export Administration Regulations (15 C.F.R. Parts 730-774) and the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130).

15.3 Sanctions. Customer represents that neither Customer nor any of its Authorized Users is located in, or a national or resident of, any country subject to a comprehensive U.S. embargo, or is listed on any U.S. government restricted party list (including the OFAC SDN List, BIS Entity List, and BIS Denied Persons List).

15.4 Anti-Corruption. Each Party shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.).

15.5 Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.). Provider represents that its marketing, advertising, and billing practices related to the Service comply with the Alabama Deceptive Trade Practices Act. Provider shall not engage in any deceptive act or practice, unconscionable act, or unfair practice in connection with this Agreement.

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 Alabama, without regard to its conflict of laws principles.

16.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [________________________________] County, Alabama, for any dispute arising out of or relating to this Agreement.

16.3 Escalation. Before initiating formal proceedings, the Parties agree to attempt good-faith resolution through escalation to senior management for a period of [____] days.

16.4 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES THAT THIS WAIVER IS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY MADE AND NOT AS A RESULT OF DURESS OR COERCION.

16.5 Injunctive Relief. Notwithstanding any dispute resolution provisions, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm.

16.6 Attorney Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney fees and costs from the non-prevailing Party, to the extent permitted by Alabama law.

17. MISCELLANEOUS

17.1 Entire Agreement. This Agreement, including the Order Form and all Attachments, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, proposals, representations, and communications, whether oral or written.

17.2 Order of Precedence. In the event of a conflict between the documents comprising this Agreement, the following order of precedence applies (highest to lowest): (1) Data Processing Addendum / Security Addendum; (2) Main Terms (this Agreement); (3) SLA / Support Policy; (4) Acceptable Use Policy; (5) Order Form.

17.3 Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.

17.4 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, which shall not be unreasonably withheld, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder. Customer shall be notified of any such assignment.

17.5 Subcontracting. Provider may subcontract portions of the Service, provided that Provider remains responsible for its obligations under this Agreement and ensures that subcontractors comply with equivalent terms.

17.6 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by: (a) email with confirmation of receipt; (b) personal delivery; (c) certified mail, return receipt requested; or (d) recognized overnight courier service. Notices are effective upon confirmed receipt.

17.7 Force Majeure. Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, internet or telecommunications failures, cyberattacks on third-party infrastructure, or utility failures. If a force majeure event continues for more than [____] days, either Party may terminate this Agreement upon written notice.

17.8 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction in Alabama, the remaining provisions shall remain in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

17.9 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude further exercise of that right.

17.10 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.

17.11 Electronic Signatures. This Agreement may be executed electronically in accordance with the Alabama Uniform Electronic Transactions Act (Ala. Code § 8-1A-101 et seq.) and the federal ESIGN Act (15 U.S.C. § 7001 et seq.). Electronic signatures shall have the same legal effect as original ink 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 and the same agreement.

17.13 Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

17.14 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and does not create any rights in favor of any third party.

18. SIGNATURES

☐ Provider has reviewed and agrees to the terms of this Agreement
☐ Customer has reviewed and agrees to the terms of this Agreement
☐ Legal counsel review completed (recommended)

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CUSTOMER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

19. ORDER FORM

Special Terms or Discounts:
[________________________________]

Provider Signature: [________________________________] Date: [__/__/____]

Customer Signature: [________________________________] Date: [__/__/____]

20. ATTACHMENTS

• Attachment A: Order Form (Section 19 above, or separate document if applicable)
• Attachment B: Service Level Agreement (SLA)
• Attachment C: Support Policy
• Attachment D: Data Processing Addendum / Security Addendum
• Attachment E: Acceptable Use Policy

SOURCES AND REFERENCES

• Alabama Data Breach Notification Act of 2018: Ala. Code § 8-38-1 et seq.
• Alabama Trade Secrets Act: Ala. Code § 8-27-1 et seq.
• Alabama Deceptive Trade Practices Act: Ala. Code § 8-19-1 et seq.
• Alabama Interest and Usury: Ala. Code § 8-8-1 et seq.
• Alabama Uniform Electronic Transactions Act: Ala. Code § 8-1A-101 et seq.
• Alabama UCC Warranty Disclaimers: Ala. Code § 7-2-316
• Defend Trade Secrets Act: 18 U.S.C. § 1836 et seq.
• U.S. Foreign Corrupt Practices Act: 15 U.S.C. § 78dd-1 et seq.
• ESIGN Act: 15 U.S.C. § 7001 et seq.

This template is provided for informational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in Alabama before use.

END OF DOCUMENT