This is our standard SaaS agreement, designed for use where software is provided to customers as a service (for example, via the internet). You can get an idea of the content and style of this SaaS agreement by reviewing this sample, showing selected provisions:
Sample SaaS Agreement
Software as a service agreements are quite different from traditional software licence agreements. Because the customer does not get access to the software code (source or object), then the licensing tends to be simpler, and there is no need for delivery obligations on the part of the vendor. In addition, because the vendor retains control of the software platform, then there is less need for provisions concerning the enforcement of the licence (such as audit provisions).
On the other hand, because the vendor will be hosting the customer's data, the vendor will usually expect warranties that that data will not cause any legal difficulties for the vendor.
A detailed service level agreement (SLA) may be required to support a SaaS arrangement. For example, where the services being provided are business-critical, the customer will want to ensure that the platform remains available (perhaps via uptime guarantees), that the vendor does not apply upgrades that impair the functionality needed by the customer, and that the vendor's back-up procedures are sufficiently robust that, should there be a significant incident, the platform will be quickly operational again.
This standard SaaS Agreement includes the following provisions.
(1) Definitions and Interpretation
(2) Agreement and Term
(3) The Platform
(4) Support Services and Upgrades
(5) Customer Materials
(6) Trial Period
(7) Charges
(8) Warranties
(9) Indemnities
(10) Limitations and exclusions of liability
(11) Data protection
(12) Confidentiality
(13) Termination
(14) Effects of Termination
(15) Notices
(16) Force Majeure Event
(17) General
Schedule 1 - Miscellaneous
Schedule 2 - Service Level Agreement
Schedule 3 - Charges
Schedule 4 - Acceptable Use Policy
The agreement is supplied in Word (.doc) format and is 28 pages long.
