Software as a Service Contract

SOFTWARE AS A SERVICE CONTRACT

This Software as a Service Contract (the "Agreement") is entered into as of by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider is in the business of hosting, maintaining and providing access to software applications through an Internet-based service offering (the "Services"); and

WHEREAS, Client desires to obtain access to and use the Services, and Provider agrees to provide the Services to Client, subject to the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and use of the Services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions

In this Agreement, capitalized terms have the meanings set forth below. "Services" means the software-as-a-service offerings, related API access, hosting, maintenance, and support as described in Section 2 and any statement of work. "Documentation" means Provider's user guides and technical documentation made available to Client. "Confidential Information" means nonpublic information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential.

2. Services; License and Access

2.1 Services. Provider will make the Services available to Client as described in the Services Description below and in the Documentation, subject to the terms of this Agreement.

2.2 License. Subject to Client's compliance with this Agreement and payment of Fees, Provider grants Client a limited, non-exclusive, non-transferable right to access and use the Services for Client's internal business purposes during the Term.

2.3 Restrictions. Client will not: (a) reverse engineer, decompile or disassemble the Services; (b) copy or reproduce the Services except as expressly permitted in this Agreement; (c) use the Services to develop a competing product; or (d) permit third parties to access the Services other than as permitted by Provider in writing.

3. Service Levels and Support

4. Fees and Payment

5. Term and Termination

5.1 Term. The initial term of this Agreement will commence on the Effective Date and continue for months (the "Initial Term"), unless earlier terminated in accordance with this Agreement.

5.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receiving written notice.

6. Confidentiality

The receiving party will not disclose Confidential Information except to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement. Confidential Information will be returned or destroyed upon termination, except as required by applicable law or for archival backup purposes where it remains subject to confidentiality obligations.

7. Data Protection and Security

Provider will implement and maintain administrative, physical and technical safeguards reasonably designed to protect Client Data from unauthorized access, disclosure, alteration or destruction. Provider will notify Client of a confirmed data breach affecting Client Data within days of discovery.

8. Intellectual Property

Provider retains all right, title and interest in and to the Services, Documentation, and Provider's pre-existing software, tools, and know-how. Client retains all right, title and interest in and to Client Data. Provider is granted a limited license to use Client Data solely to provide the Services and perform its obligations under this Agreement.

9. Warranties; Disclaimers

Provider warrants that it will provide the Services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for all claims arising under this Agreement will exceed the greater of (a) the total Fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim, or (b) .

11. Indemnification

Each party will indemnify, defend and hold harmless the other party from any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

12. Audit Rights

Provider may audit Client's use of the Services to verify compliance with this Agreement, upon reasonable prior notice and during normal business hours. If any audit reveals underpayment, Client will promptly pay the shortfall and audit costs if underpayment exceeds five percent (5%) of the amount due.

13. Notices

Notices must be sent to the addresses above by certified mail, overnight courier, or email with confirmation of receipt, and are effective upon receipt.

14. Amendments; Waiver

No amendment or waiver of any provision of this Agreement will be effective unless in a written instrument signed by both parties. The failure of either party to enforce any right will not constitute a waiver of that right or any other right.

15. Governing Law; Venue

This Agreement will be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for any dispute arising out of this Agreement.

16. Entire Agreement; Severability

This Agreement, including any exhibits and statements of work, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

17. Miscellaneous

17.1 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

17.2 Force Majeure. Neither party will be liable for delays or failures due to causes beyond its reasonable control, provided that the affected party uses commercially reasonable efforts to resume performance.

17.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original.

Signatures

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