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Software As A Service Agreement Template for United States

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Key Requirements PROMPT example:

Software As A Service Agreement

"I need a Software as a Service Agreement for our cloud-based patient management system that will be used by multiple hospitals, with strict HIPAA compliance requirements and data security provisions, planned to launch in March 2025."

What is a Software As A Service Agreement?

The Software as a Service Agreement serves as the primary contract between software providers and their customers in the United States, governing the delivery of cloud-based software solutions. This document is essential when a provider offers subscription-based access to software applications hosted and maintained on their infrastructure. The agreement addresses critical elements such as service availability, data handling, security measures, and compliance with U.S. regulations including HIPAA, CCPA, and other applicable laws. It defines the responsibilities of both parties, establishes service level commitments, and provides frameworks for issue resolution and service termination. This type of agreement has become increasingly important with the growth of cloud computing and remote software delivery models, particularly in ensuring clear understanding of rights, obligations, and risk allocation between parties.

What sections should be included in a Software As A Service Agreement?

1. Parties: Identification of contracting parties, including legal names, addresses, and company details

2. Background: Context of the agreement and brief description of the services being provided

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Services Description: Detailed description of the SaaS services being provided

5. Service Levels: Performance standards, availability commitments, and support services

6. Fees and Payment Terms: Pricing, payment schedule, and billing procedures

7. Term and Termination: Duration of agreement, renewal terms, and termination conditions

8. Data Protection and Security: Security measures, data handling procedures, and privacy commitments

9. Intellectual Property Rights: Ownership and usage rights of software and data

10. Confidentiality: Protection of confidential information and trade secrets

What sections are optional to include in a Software As A Service Agreement?

1. Professional Services: Additional implementation or consulting services beyond the core SaaS offering

2. Data Migration: Terms for transferring customer data to the service

3. White Labeling: Terms for custom branding of the service

4. Disaster Recovery: Specific disaster recovery procedures and business continuity measures

5. Insurance Requirements: Specific insurance coverage requirements for enterprise customers or regulated industries

What schedules should be included in a Software As A Service Agreement?

1. Service Level Agreement (SLA): Detailed performance metrics, response times, and remedies

2. Data Processing Agreement: Detailed terms for handling personal data and compliance with privacy laws

3. Security Requirements: Detailed security protocols and compliance requirements

4. Pricing Schedule: Detailed pricing tiers and optional features

5. Support Services Description: Detailed description of support levels and procedures

6. Acceptable Use Policy: Rules and restrictions for use of the service

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶ÒõÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses































Industries

Computer Fraud and Abuse Act (CFAA): Federal law that prohibits accessing a computer without authorization or exceeding authorized access. Relevant for defining acceptable use and access terms in SaaS agreements.

Federal Information Security Management Act (FISMA): Defines framework for protecting government information, operations and assets against threats. Important if the SaaS may be used by government entities.

Electronic Communications Privacy Act (ECPA): Extends government restrictions on wire taps to include transmitted electronic data. Relevant for data transmission and storage policies.

Stored Communications Act (SCA): Addresses voluntary and compelled disclosure of stored wire and electronic communications and transactional records. Critical for data handling policies.

Digital Millennium Copyright Act (DMCA): Criminalizes production and dissemination of technology, devices, or services intended to circumvent digital rights management (DRM) measures. Important for protecting proprietary software.

California Consumer Privacy Act (CCPA): Enhances privacy rights and consumer protection for residents of California. Must be considered if service may have California users.

General Data Protection Regulation (GDPR): European Union law on data protection and privacy. Must be considered if service may have European users or process EU resident data.

Health Insurance Portability and Accountability Act (HIPAA): Provides data privacy and security provisions for safeguarding medical information. Required if service handles protected health information.

Children's Online Privacy Protection Act (COPPA): Imposes requirements on operators of websites or online services directed to children under 13 years of age. Must be considered if service might be accessed by children.

Uniform Commercial Code (UCC): Harmonizes the law of commercial transactions across United States jurisdictions. Relevant for contract formation and enforcement.

Electronic Signatures in Global and National Commerce Act (E-SIGN Act): Facilitates the use of electronic records and signatures in interstate and foreign commerce. Important for contract execution and enforceability.

Payment Card Industry Data Security Standard (PCI DSS): Security standards for organizations that handle branded credit cards. Must be complied with if service processes payment card data.

Gramm-Leach-Bliley Act (GLBA): Requires financial institutions to explain their information-sharing practices and protect sensitive data. Applicable if handling financial data.

Family Educational Rights and Privacy Act (FERPA): Federal law that protects the privacy of student education records. Must be considered if service might handle educational data.

Federal Trade Commission Act: Prohibits unfair or deceptive practices in commerce. Relevant for terms of service, privacy policies, and marketing practices.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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