Master Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

Master Subscription Agreement

"I need a Master Subscription Agreement for my Canadian SaaS company that provides healthcare data analytics services, with strong emphasis on PIPEDA compliance and specific provisions for handling sensitive medical data."

Document background
The Master Subscription Agreement (MSA) is a foundational document used when establishing a long-term subscription-based service relationship between a service provider and customer in Canada. It is particularly relevant for software, technology, and digital service providers who offer their services on a subscription basis. The agreement needs to comply with Canadian federal laws such as PIPEDA for data protection and CASL for electronic communications, as well as provincial regulations that vary by territory. The MSA typically serves as an umbrella agreement that outlines the general terms and conditions, while specific service details, pricing, and technical requirements are included in accompanying schedules. This structure allows for flexibility in updating operational details without modifying the main agreement. The document is essential for businesses operating in Canada who need to establish clear terms for recurring services, protect intellectual property, ensure data privacy compliance, and manage liability risks.
Suggested Sections

1. Parties: Identification of the contracting parties including full legal names and addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Defined terms used throughout the agreement

4. Subscription Services: Description of services provided, access rights, and usage terms

5. Fees and Payment: Pricing, payment terms, invoicing, and late payment consequences

6. Term and Termination: Agreement duration, renewal terms, and termination rights

7. Customer Obligations: Customer responsibilities, acceptable use policy, and compliance requirements

8. Provider Obligations: Service provider's commitments, including service levels and support

9. Data Protection and Privacy: PIPEDA compliance, data handling, and privacy obligations

10. Intellectual Property Rights: IP ownership, licenses, and restrictions

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Disclaimers: Service warranties and limitations

13. Limitation of Liability: Liability caps and exclusions

14. Indemnification: Mutual indemnification obligations

15. General Provisions: Standard legal terms including notices, assignment, and governing law

Optional Sections

1. Professional Services: Include when offering implementation, training, or consulting services

2. Service Credits: Include when offering financial compensation for service level failures

3. Disaster Recovery: Include for critical services requiring specific recovery commitments

4. Insurance: Include when specific insurance coverage needs to be maintained

5. Security Requirements: Include when handling sensitive data or requiring specific security standards

6. Export Control: Include when services may be subject to export regulations

7. Language Requirements: Include when doing business in Quebec or other jurisdictions with language requirements

8. Audit Rights: Include when compliance or financial audits may be necessary

Suggested Schedules

1. Service Level Agreement (SLA): Detailed service levels, measurement methods, and remedies

2. Pricing Schedule: Detailed pricing tiers, models, and optional features

3. Support Services Description: Support levels, response times, and escalation procedures

4. Data Processing Agreement: Detailed terms for personal data processing and protection

5. Security Schedule: Detailed security requirements, controls, and procedures

6. Acceptable Use Policy: Detailed rules and restrictions for service usage

7. Service Description: Technical specifications and features of the subscription services

8. Professional Services Terms: Detailed terms for additional professional services if offered

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software as a Service (SaaS)

Cloud Computing

Information Technology

Professional Services

Healthcare Technology

Financial Technology

Educational Technology

E-commerce

Telecommunications

Digital Media

Business Services

Consulting Services

Relevant Teams

Legal

Sales

Information Technology

Information Security

Privacy

Compliance

Procurement

Commercial

Operations

Business Development

Risk Management

Technical Operations

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Contract Manager

Chief Technology Officer

Chief Information Officer

Privacy Officer

Commercial Director

Sales Director

Chief Executive Officer

Chief Operating Officer

Information Security Manager

Procurement Manager

Account Executive

Business Development Manager

Technical Operations Manager

Compliance Officer

Risk Manager

Industries
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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