SaaS Agreement - SMB (Delaware)

SOFTWARE AS A SERVICE AGREEMENT (SMB)

STATE OF DELAWARE

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, 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 Data" means any information relating to an identified or identifiable natural person, as defined under the Delaware Personal Data Privacy Act and applicable data protection laws.

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;
(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 to transmit unlawful content;
(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 any 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 its users comply with this Agreement.

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.

4.3 Scheduled Maintenance. Provider shall provide at least [____] hours' advance notice of scheduled maintenance windows, which shall be performed during off-peak hours to the extent commercially practicable.

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

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

5. CUSTOMER OBLIGATIONS

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

5.2 Security. Customer shall:
(a) Maintain the confidentiality of all login credentials;
(b) Implement reasonable security measures for Customer-controlled configurations;
(c) Notify Provider promptly of any unauthorized access 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 laws in its use of the Service.

5.4 Cooperation. Customer shall provide reasonable cooperation and information necessary for Provider to deliver the Service, including timely responses to support inquiries and data migration requests.

6. FEES AND PAYMENT

6.1 Fees. Customer shall pay the subscription fees, usage 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 Delaware law (6 Del. C. § 2301), whichever is less. 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. If Provider is required to collect or remit taxes, such taxes shall appear on the invoice and be paid by Customer.

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. 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;
(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 and improve the Service, including generating aggregated and anonymized analytics that do not identify Customer or any individual, in compliance with the Delaware Personal Data Privacy Act.

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, as further described in the Security Addendum (Attachment D).

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

8.5 Delaware Computer Security Breaches Act (6 Del. C. § 12B-101 et seq.). In the event of a breach of security involving Customer Data containing Personal Data of Delaware residents, Provider shall:

(a) Notify Customer within [____] hours of confirmation of the breach;
(b) Cooperate with Customer in complying with notification requirements under 6 Del. C. § 12B-102, which requires notification to affected individuals within sixty (60) days of determination of the breach;
(c) Provide reasonable assistance in notifying the Delaware Attorney General if the breach affects more than 500 Delaware residents; and
(d) Provide affected individuals with credit monitoring services for [____] months if the breach involves Social Security numbers or financial account information.

8.6 Delaware Personal Data Privacy Act Compliance. To the extent applicable, Provider shall:

(a) Process Personal Data only as directed by Customer and consistent with the DPA;
(b) Assist Customer in responding to consumer rights requests (access, correction, deletion, portability, opt-out of targeted advertising, opt-out of profiling, and opt-out of sale of personal data);
(c) Conduct and provide data protection assessments as required;
(d) Ensure sub-processors are contractually bound to equivalent data protection obligations; and
(e) Recognize universal opt-out mechanisms as required by the Delaware Personal Data Privacy Act beginning in 2026.

8.7 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 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, and trade secrets.

10.2 Obligations. The Recipient shall:
(a) Use Confidential Information solely for the purposes of this Agreement;
(b) Not disclose Confidential Information to third parties except to employees, contractors, and 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; (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 Trade Secrets. The Delaware Uniform Trade Secrets Act (6 Del. C. § 2001 et seq.) governs claims related to misappropriation of trade secrets. 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.

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 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 DELAWARE LAW, 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 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 ("IP Claim"). Provider's obligations do not apply to claims arising from: (a) Customer Data; (b) modifications to the Service not made by Provider; (c) combination of the Service with non-Provider products or services; (d) use of the Service other than as permitted under this Agreement; or (e) use of a non-current version of the Service if infringement would have been avoided by using 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.

12.3 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider 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; (b) grant the indemnifying Party sole control of the defense and settlement (provided that the indemnifying Party shall not settle any claim that imposes obligations on the indemnified Party without consent); 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;
(d) Liability arising from a Party's gross negligence or willful misconduct; or
(e) Liability that cannot be limited under Delaware 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 Delaware Automatic Renewal Compliance (6 Del. C. § 2734).

(a) Clear Disclosure: The automatic renewal provision, including the renewal term length and cancellation procedure, is disclosed in Section 14.2 and the Order Form.
(b) Pre-Renewal Notice: Provider shall send Customer written notice of the upcoming automatic renewal not less than thirty (30) days and not more than sixty (60) days before the cancellation deadline.
(c) Online Cancellation: If this Agreement was entered into online, Customer shall have the ability to cancel the automatic renewal through an online mechanism that is cost-effective, timely, and easy to use.
(d) Consequence of Non-Compliance: Failure by Provider to comply with the requirements of 6 Del. C. § 2734 may render the automatic renewal provision void and unenforceable.

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

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 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 termination, unless terminated for Customer's material breach.
(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 request.
(d) Survival. Sections 2, 6 (for accrued obligations), 9.1, 10, 11.4, 12, 13, 15, 16, and 17 survive termination.

15. COMPLIANCE

15.1 Acceptable Use. Customer shall comply with the Acceptable Use Policy (Attachment E).

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 Delaware Consumer Fraud Act (6 Del. C. § 2511 et seq.). Provider represents that its marketing, advertising, and billing practices related to the Service comply with the Delaware Consumer Fraud Act. A violation of the Delaware Personal Data Privacy Act constitutes a per se violation of the Consumer Fraud Act.

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 Delaware, 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, Delaware, 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 DELAWARE 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.

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.

17. MISCELLANEOUS

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

17.2 Order of Precedence. In the event of a conflict between documents, 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 except by a written instrument signed by both Parties.

17.4 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, 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 under this Agreement. 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 and ensures subcontractors comply with the terms of this Agreement.

17.6 Notices. All notices shall be in writing and delivered to the addresses set forth above by email (with confirmation of receipt), personal delivery, certified mail (return receipt requested), or recognized overnight courier. 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 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 or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

17.9 Waiver. No failure or delay in exercising any right shall operate as a waiver, nor shall any single 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.

17.11 Electronic Signatures. This Agreement may be executed electronically in accordance with the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.) and the federal ESIGN Act (15 U.S.C. § 7001 et seq.).

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 agreement.

17.13 Headings. Section headings are for convenience only and shall not affect interpretation.

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

• Delaware Automatic Renewal Law: 6 Del. C. §§ 2731-2734
• Delaware Computer Security Breaches Act: 6 Del. C. § 12B-101 et seq.
• Delaware Personal Data Privacy Act: HB 154 (effective January 1, 2025)
• Delaware Uniform Trade Secrets Act: 6 Del. C. § 2001 et seq.
• Delaware Consumer Fraud Act: 6 Del. C. § 2511 et seq.
• Delaware Uniform Electronic Transactions Act: 6 Del. C. § 12A-101 et seq.
• Delaware Interest Rate: 6 Del. C. § 2301
• 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 Delaware before use.

END OF DOCUMENT