More

Software as a Service Agreement

This Software as a Service Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Software as a Service Agreement

This Software as a Service Agreement is a contract between you (the "Customer") and us, [COMPANY NAME] (the "Company"), for your use of [SOFTWARE SERVICE NAME] (the "Service").

Please read this agreement carefully. It contains important terms that affect you and your use of the Service. By using the Service, you agree to be bound by the terms of this agreement, including the disclaimers. If you do not agree to these terms, do not use the Service.

If the parties have a fully executed agreement that covers the Service that agreement supersedes this agreement.

Grant of License to Access and Use Service. [PARTY A] hereby grants to [PARTY B], including to all [PARTY B]'s Authorized Users, a non-exclusive, non-assignable, royalty-free, worldwide license to access and use the [DESCRIPTION OF SAAS SERVICE] (the “Service”) solely for [PARTY B]'s internal business operations.

 Grant of License

Software License. The Licensor grants to the Licensee, and the Licensee accepts, a limited, non-exclusive, non-transferable, and revocable license to use the Software in accordance with the terms of this agreement.

Reservation of Rights. Any rights not expressly granted to the Licensee in this agreement are reserved to the Licensor. The Licensee does not acquire any interest under this agreement other than the right to use the Software upon the terms of this agreement. 

 License Fees. [PARTY B] will pay to [PARTY A] the subscription fees listed on [Schedule A] [the order form].

 Support Services[PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support in order to help [PARTY B] locate and correct problems with the Software.

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

 Support Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software, and

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day.

 Support Services

Scope of Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software,

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day, and

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

Support Levels. [PARTY A] will use its best efforts to cure, as described below, reported and reproducible errors in the Software. [PARTY A] utilizes the following four (4) severity levels to categorize reported problems

Severity 1 Critical Business Impact. The impact of the reported deficiency is such that the customer is unable to either use the Software or reasonably continue work using the Software. [PARTY A] will commence work on resolving the deficiency within one (1) hour of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 2 Significant Business Impact. Important features of the Software are not working properly and there are no acceptable, alternative solutions. While other areas of the Software are not impacted, the reported deficiency has created a significant, negative impact on the Customer's productivity or service level. [PARTY A] will commence work on resolving the deficiency within two (2) hours of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 3 Some Business Impact. Important features of the Software are unavailable, but an alternative solution is available or non-essential features of the Software are unavailable with no alternative solution. The customer impact, regardless of product usage, is minimal loss of operational functionality or implementation resources. [PARTY A] will commence work on resolving the deficiency within one (1) business day of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 4 Minimal Business Impact. Customer submits a Software information request, software enhancement or documentation clarification which has no operational impact. The implementation or use of the Software by the Customer is continuing and there is no negative impact on productivity. [PARTY A] will provide an initial response regarding the request within one (1) business week.

Remedial Services. This agreement is not intended as a consulting agreement for customer services. With respect to severity one (1) reported deficiencies, [PARTY A] may, with the concurrence of the Customer, elect to send senior support or development staff to the Customer location to accelerate problem resolution. [PARTY A] will be responsible for the costs associated with this escalated problem resolution if the problem is determined to be related to Software. If it is determined that the problem was not related to the supported Software, the Customer agrees to pay reasonable travel and lodging expenses in addition to Sass Company Australia's standard consulting rates. Travel time will be charged at consulting rates.

Support Exceptions. [PARTY A] does not provide support for hardware faults/misconfiguration and/or hardware setup.

Service Levels. [PARTY A] shall provide the Service to [PARTY B] with a System Availability of at least [98]% during each calendar month.

System Availability. "System Availability" means the number of minutes in a month that the key components of the Service in [PARTY B]'s production environment are operational as a percentage of the total number of minutes in such month, excluding downtime resulting from

 scheduled maintenance,

 events of force majeure as defined in the Software as a Service Agreement,

 malicious attacks on the system,

 issues associated with [PARTY B]'s computing devices, local area networks or internet service provider connections, or

 inability to deliver services because of acts or omissions of [PARTY B].

System Maintenance. [PARTY A] reserves the right to

take the Service offline for scheduled maintenance for which it has provided [PARTY B] with reasonable notice, and

change its maintenance window upon prior notice to [PARTY B].

2. Service Levels. The [PARTY A] shall provide the Service to the [PARTY B] with an availability of at least [98]% during each calendar month in accordance with the Service Level Agreement in Schedule A.

 Data Protection. [PARTY A] shall maintain an information security program, including physical, technical, administrative, and organizational safeguards, designed to:

 ensure the security and confidentiality of [PARTY B]'s data;

 protect against any anticipated threats or hazards to the security or integrity of [PARTY B]'s data;

 protect against unauthorized disclosure, access to, or use of [PARTY B]'s data;

 maintain the integrity of [PARTY B] data through back-ups; and,

 ensure that all employees, agents, and subcontractors of [PARTY A], if any, comply with all the foregoing.

5.  Data Protection. The Company shall maintain an information security program, including physical, technical, administrative, and organizational safeguards, designed to:

(a) ensure the security and confidentiality of the Subscriber Data;

(b) protect against any anticipated threats or hazards to the security or integrity of the Subscriber Data;

(c) protect against unauthorized disclosure, access to, or use of the Subscriber Data;

(d) maintain the integrity of Customer data through back-ups; and,

(e) ensure that all employees, agents, and subcontractors of the Company, if any, comply with all the foregoing.

In no case will the safeguards of the Company's data privacy and information security program be less stringent than the safeguards used by the Customer.

Data Privacy. [PARTY A] will collect, use and process [PARTY B] data in accordance with [PARTY A]'s Privacy Policy published on [PARTY A]'s website [https://www.contractstandards.com/contracts/privacy-policy].

Statistical Information. [PARTY A] may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service service, but only if such information does not identify [PARTY B]'s data or include [PARTY B]'s name.

Publicity

Logos. [PARTY A] may include [PARTY B]'s name and logo in its customer lists and on its website.

Press Releases. Upon signing this agreement, [PARTY A] may issue a high-level press release announcing the relationship and the manner in which [PARTY B] will use the Service. [PARTY A] shall coordinate its efforts with appropriate communications personnel in [PARTY B]'s organization to secure approval of the press release if necessary.

 [PARTY B] Obligations. [PARTY B] will

be responsible for all users' compliance with this agreement and with any software license agreements used in conjunction with the Services,

be responsible for the accuracy, quality, and legality of any of [PARTY B]'s content,

use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify [PARTY A] promptly of any such unauthorized access or use,

use the Services only in accordance with the documentation, acceptable use policies and applicable laws, and 

be responsible for obtaining and maintaining all telephone, computer hardware, Internet access services, and other equipment or services needed to access and use the Services.

1. Restricted Uses

1.1. No Distribution, etc. The [PARTYB] may not distribute, license, loan, or sell the Software or other content that is contained or displayed in it.

1.2. No Third Party Access. The [PARTYB] may not sell, license, or grant any access to or use of the Software to any third party.

1.3. No Time-Sharing. The [PARTYB] may not use or access the Software for any commercial time-sharing, rental, or service bureau purposes.

1.4. No Modification. The [PARTYB] may not modify, alter, or create any derivative works of the Software.

1.5. No Reverse Engineering. The [PARTYB] may not reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.

1.6. No Copies. The [PARTYB] may not make or permit the making of copies of

(a) the Software other than as necessary for installation, back-up, archival, or disaster recovery purposes, or

(b) the Documentation, other than a reasonable number of copies for training purposes.

1.7. No Derivative Works. The [PARTYB] may not create or permit the creation of derivative works from the Software.

1.8. Proprietary Notices. The [PARTYB] may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

1.9. No Copyright Violations. The [PARTYB] may not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

1.10. Dangerous Use. The Software is not in intended for use in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines, or other equipment in which failure of the Software could lead to death, personal injury, or severe physical or environmental damage.

Restricted Uses. [PARTY B] will not:

distribute, license, loan, or sell the Software or other content that is contained or displayed in it.

modify, alter, or create any derivative works of the Software.

reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.

remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

Confidentiality

Confidentiality Obligations. The receiving party shall hold in confidence all Confidential Information that the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Confidentiality

Confidentiality Obligations. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information that the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

as permitted by this agreement; or

as required by Law.

Notice. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

 Non-Disclosure of Agreement and Purpose. Neither party may disclose to any third-party the existence of this agreement[, the Transaction, or the Purpose,] without prior written consent of the other party.

Confidentiality Obligations

Non-Disclosure of Transaction, Agreement, and Purpose. Neither party may disclose to any third  party the existence of this agreement, the Transaction, or the Purpose, without written consent of the other party.

Confidential Information

Hold Confidential Information in Confidence. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Confidential Information Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure of Confidential Information. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

permitted by this agreement; or

required by Law.

Notice on Disclosure of Confidential Information. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

Export Compliance. [PARTY B] shall be solely responsible for obtaining all licenses, permits or authorizations as required from time to time by the United States and any other government for any export.

1. Export Compliance. The [PARTY B] shall be solely responsible for obtaining all licenses, permits or authorizations as required from time to time by the United States and any other government for any export. The [PARTY A] agrees to provide the [PARTY B] with reasonable assistance in obtaining licenses, permits or authorization.

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

Representations

Mutual Representations.The parties represent to each other as follows, acknowledging that the other party is relying on these representations:

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No Conflicts. The parties are not under any restriction of obligation that may affect the performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, and performance of its obligations under this agreement will breach or result in a default under

its articles, by-laws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, order, or decree of any Governmental Authority to which it is subject, or

any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all permits and other authorizations necessary to own, lease, and operate its properties and to conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the Pending Litigation Schedule] There are no legal proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

Transferor’s Representations:

Disclosure Schedule. Attached is the [TRANSFERRING PARTY]’s Disclosure Schedule, listing all property to be transferred under this agreement, including any exceptions to the [TRANSFERRING PARTY]’s other representations under this agreement relating to each property.

Ownership. [Except as disclosed in the Disclosure Schedule] The [TRANSFERRING PARTY] is the sole owner of the [TRANSFERRED PROPERTY], free of claims by any other person. The [TRANSFERRED PROPERTY] is free of any obligations, liens, licenses, or other claims or potential claims by any third party.

Legal Right. The [TRANSFERRING PARTY] has the [exclusive] right to transfer the [TRANSFERRED PROPERTY] to the [RECEIVING PARTY].

No Prior Transfer. The [TRANSFERRING PARTY] has not sold, transferred, or assigned, and is not obligated to sell, transfer, or assign any of the [TRANSFERRED PROPERTY] to the [RECEIVING PARTY].

No Infringement. Neither the [TRANSFERRING PARTY]’s nor the [RECEIVING PARTY]’s use of the [TRANSFERRED PROPERTY] under this agreement infringes on or constitutes a misappropriation of the intellectual property or other rights of any person.

Warranties

Service Warranty. [PARTY A] shall provide the Service in a professional manner consistent with general industry standards.

Performance Warranty. [PARTY A] warrants that the Service will perform substantially in accordance with the Documentation.

Warranty Disclaimer. [PARTY A] does not guarantee that the Service will be error-free, virus-free, or uninterrupted. [PARTY A] will not be liable for any unauthorized alteration, theft, or destruction of any of [PARTY B]'s data.

Limited Warranty. The warranties listed in this section [WARRANTIES] do not cover or apply to:

any error, issues, bugs, other malfunctions, or unavailability of the Service caused by [PARTY B] or other parties within its control,

any error, issues, bugs, other malfunctions, or unavailability of the Service caused by use of the Service in any manner or in any environment inconsistent with its intended purpose, as listed in the Documentation,

any of [PARTY B]'s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Service, or

any equipment or software or other material utilized in connection with the Service used by [PARTY B] contrary to the uses listed in the Documentation.

Failure to Perform

Notice to [PARTY A]. If [PARTY B] discovers any failure of the Services to perform substantially in accordance with the Documentation, [PARTY B] shall promptly notify [PARTY A] of the failure.

Reasonable Efforts to Fix Failures. On receipt of [PARTY B]'s notice, [PARTY A] shall use reasonable efforts to fix the failures.

Exclusive Remedies. The remedy listed in this section [WARRANTIES] will be [PARTY B]'s sole remedy for breach of the warranties under this section.

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination on Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination on Insolvency. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination on Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination on Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination Because of Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination Because of Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] of payments owed under this agreement.

Termination Because of Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS PRECEDENT ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Failure to Pay. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, on the other party's failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination Because of Change of Control. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination. This agreement will terminate on the distribution of all the Escrow Shares under this agreement, after which the [PARTY C] will have no further obligation or liability.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

 Effect of Termination

Payment of Outstanding Amounts. [PARTY A] shall refund to [PARTY B] any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. [PARTY B] will immediately pay to [PARTY A] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use. [PARTY B] shall cease all use of the Service upon the effective date of the termination.

Recovery of Your Data. [PARTY B] will have [30] days from the date of termination to retrieve any of data that [PARTY B] wishes to keep, after which time [PARTY B] will have no further access to the Service.

Effect of Termination

Payment of Outstanding Amounts. [PARTY A] shall immediately pay to [PARTY B] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Return of Property. Upon termination or expiration of this agreement, [PARTY B] shall return to [PARTY A] all [PARTY A] property, both originals and copies, under its direct or indirect control.

 Indemnification

 Indemnification by [PARTY A]

 [PARTY A] Indemnity. If a third party makes a claim against [PARTY B] that the Service infringes any patent, copyright or trademark, or misappropriates any trade secret, or that [PARTY A]'s negligence or willful misconduct has caused bodily injury or death, [PARTY A] shall defend [PARTY B] and its directors, officers and employees against the claim at [PARTY A]'s expense and [PARTY A] shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by [PARTY A], to the extent arising from the claim.

 [PARTY A] Indemnity Exclusions[PARTY A] will not be liable for any claim based on (i) [PARTY B]'s data, (ii) any modification of the Service not authorized by [PARTY A], or (iii) any use of the Service other than in accordance with the supporting documentation and this agreement.

 Indemnification by [PARTY B]. If a third party makes a claim against [PARTY A] that [PARTY B] data infringes any patent, copyright or trademark, or misappropriates any trade secret, [PARTY B] shall defend [PARTY A] and its directors, officers, and employees against the claim at [PARTY B]'s expense and [PARTY B] shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by [PARTY B], to the extent arising from the claim.

 Conditions for Indemnification. A party seeking indemnification under this section shall

 promptly notify the other party of the claim,

 give the other party sole control of the defense and settlement of the claim, and

 provide, at the other party's expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

General Provisions

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL], which amended terms and conditions shall be binding upon [PARTY B].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties.

Assignment. The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the [PARTY B].

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. All notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing. 

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

1.1.Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is

(a) beyond the reasonable control of a party,

(b) materially affects the performance of any of its obligations under this agreement, and

(c) could not reasonably have been foreseen or provided against,

but does not include general economic or other conditions affecting financial markets generally.

1.1. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

This agreement has been executed by the parties.

[COMPANY NAME]

By:

Name:

Title:

[CUSTOMER NAME]

By:

Name:

Title:

EXHIBIT A

Service Level Agreement

The Service will achieve System Availability (as defined below) of at least [98%] during each calendar month of the Subscription Term.

"System Availability" means the number of minutes in a month that the key components of the Service in a Customer production environment are operational as a percentage of the total number of minutes in such month, excluding downtime resulting from (a) scheduled maintenance, (b) events of force majeure as defined in the Software as a Service Agreement), (c) malicious attacks on the system, (d) issues associated with the Customer's computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer.

The Company reserves the right to

(a) take the Service offline for scheduled maintenance for which it has provided the Customer with reasonable notice and

(b) change its maintenance window upon prior notice to the Customer.

EXHIBIT B

Premium Service Support

1. Premium Support Services

Premium Services Support ("Premium Support") services entitles the Customer to the following:

(a) Telephone or electronic support in order to help the Customer locate and correct problems with the Software.

(b) Bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

(c) All extensions, enhancements and other changes that the Company makes or adds to the Service and which the Company offers, without charge, to all other Subscribers of the Service.

(4) Up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by the Customer in writing that will have access to support services.

2. Response and Resolution Goals

2.1 Severity 1: The Production system / application is down, seriously impacted and there is no reasonable workaround currently.

Upon confirmation of receipt, the Company will begin continuous work on the issue, and a customer resource must be available at any time to assist with problem determination.

Once the issue is reproducible or once we have identified the Software defect, the Company support will provide reasonable effort for workaround or solution within 24 hours.

2.2 Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use.

The Company will work during normal business hours to provide reasonable effort for workaround or solution within 7 business days, once the issue is reproducible.

2.3 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround.

The Company will work during normal business hours to provide reasonable effort for workaround or solution within 10 business days, once the issue is reproducible.

2.4 Severity 4: Non-critical issues.

The Company will seek during normal business hours to provide a solution in future releases of the Service.

SCHEDULE C

Software Service and Pricing

This Software Service and Pricing Schedule is effective upon the Software as a Service Agreement Effective Date, documents the Service (defined below) being purchased by ________________ ("Customer") under the terms and conditions of the Software as a Service Agreement.

1. Services

2. Term

The term begins upon the Schedule Effective Date and ends _____________ year (s) thereafter ("Subscription Term").

3. Subscription Fee

The total value of this Schedule is $ _______. Upon execution of this Schedule, the Company shall issue an invoice in accordance with the Software as a Service Agreement.

4. Customer Billing Information

Billing Department Name:

Billing Department Address:

Contact Name:

Contact Phone number:

Contact email:

5. Premium Support

Premium Support is [not] included in the Subscription Fee.

Overview

A Software as a Service Agreement or a Cloud Services Agreement is a licensing agreement that grants a subscriber the right to access and use hosted services. It differs from a Software License Agreement which gives the licensee the right to a copy of the licensed software.

Key Terms

References

See, DON’T USE LICENSE AGREEMENTS FOR SOFTWARE AS A SERVICE, September 12, 2011

Practical Guide to Cloud Service Agreements, Version 2.0

Key Provisions in a "Software as a Service" Contract: What Every Customer Should be Negotiating, May 29, 2012