Business Software as a Service Agreement

BUSINESS SOFTWARE AS A SERVICE AGREEMENT

This Business Software as a Service Agreement ("Agreement") is entered into as of by and between: Provider Name: and Client Name:

RECITALS

WHEREAS, Provider develops, operates and maintains cloud-hosted business software services and related documentation, integrations and support;

WHEREAS, Client desires to access and use Provider's software as a service offering and Provider is willing to license access on the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the parties' rights and obligations with respect to the SaaS services, support, data security, payment and termination;

SCOPE OF WORK

Provider shall make available to Client the software-as-a-service solution described below and shall provide hosting, routine maintenance, and standard support as specified. The parties may attach or incorporate additional statements of work describing features, deliverables and acceptance criteria.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for access to and use of the SaaS services. Fees are exclusive of applicable taxes which Client shall be responsible for, except for taxes on Provider's net income.

Unpaid amounts shall accrue interest at a rate of % per month (or the maximum lawful rate if less), plus all collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Agreement, continues until the End Date below or until terminated in accordance with the parties' rights.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Provider may suspend access for non-payment after providing written notice and a five (5) business day cure opportunity.

Check to authorize automatic renewal on the same terms at the end of each term unless either party provides written notice of non-renewal at least the notice period above prior to the then-current term's expiration.

CONFIDENTIALITY

Each party (a "Receiving Party") shall hold in confidence and not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. Confidential Information means non-public business, technical and financial information disclosed in connection with this Agreement. Confidentiality obligations shall survive termination for from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical and technical safeguards to protect Client Data from unauthorized access, disclosure, alteration and destruction. Provider shall promptly notify Client of any confirmed security breach affecting Client Data and shall cooperate in mitigation and remediation efforts as reasonably required.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the software, service platform, and associated intellectual property, including improvements and modifications. Client retains all right, title and interest in and to Client Data. Provider grants Client a limited, non-exclusive, non-transferable right to access and use the SaaS service pursuant to this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from third-party claims arising out of its breach of this Agreement, negligence, or willful misconduct. The indemnifying party shall pay damages finally awarded against the indemnified party and reasonable attorneys' fees incurred in connection with the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below by personal delivery, overnight courier, or certified mail (return receipt requested), or by email with delivery confirmation where permitted by the receiving party.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. This Agreement, including all exhibits and any incorporated statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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