SaaS Master Service Agreement Template for Canada

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Key Requirements PROMPT example:

SaaS Master Service Agreement

"I need a SaaS Master Service Agreement for my healthcare technology company that complies with Canadian privacy laws and includes specific provisions for handling sensitive patient data, with service availability commitments of 99.9% and strict data breach notification requirements."

Document background
This SaaS Master Service Agreement is designed for use in Canadian jurisdictions when establishing a long-term relationship between a Software-as-a-Service provider and enterprise customers. It provides the foundational framework for service delivery, incorporating essential elements required by Canadian federal and provincial laws, including PIPEDA compliance, data protection requirements, and provincial contract law considerations. The agreement is structured to accommodate various service types through schedules while maintaining consistent core terms. It's particularly suitable for complex SaaS implementations requiring detailed service levels, support commitments, and data protection provisions, typically used when the anticipated engagement value or strategic importance warrants a comprehensive master agreement rather than standard terms of service.
Suggested Sections

1. Parties: Identification of contracting parties including registered addresses and company details

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

3. Definitions: Defined terms used throughout the agreement

4. Service Provision: Description of SaaS services, service levels, and support obligations

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

6. Data Protection and Privacy: Obligations regarding personal data handling, compliance with PIPEDA and provincial privacy laws

7. Security Requirements: Security standards, breach notification procedures, and security audits

8. Intellectual Property Rights: IP ownership, licenses, and restrictions on use

9. Confidentiality: Protection of confidential information and trade secrets

10. Term and Termination: Duration, renewal, and termination rights

11. Warranties and Representations: Service quality guarantees and compliance warranties

12. Limitation of Liability: Liability caps and exclusions

13. Indemnification: Mutual indemnification obligations

14. Force Majeure: Events excusing performance

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

Optional Sections

1. Professional Services: Include when additional implementation, training, or consulting services are required

2. Service Level Credits: Include when monetary credits are offered for service level failures

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

4. Business Continuity: Include when continuous service availability is crucial

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

6. Audit Rights: Include when customer requires right to audit provider's operations

7. Source Code Escrow: Include when source code access may be required in specific circumstances

8. Data Migration: Include when specific provisions for data transfer in/out are needed

9. Compliance with Industry Standards: Include for regulated industries or specific compliance requirements

Suggested Schedules

1. Schedule A - Service Description: Detailed description of SaaS services and functionality

2. Schedule B - Service Level Agreement: Specific service levels, measurement methods, and remedies

3. Schedule C - Support Services: Support tiers, response times, and escalation procedures

4. Schedule D - Fee Schedule: Detailed pricing, payment terms, and fee calculations

5. Schedule E - Security Requirements: Detailed security standards and procedures

6. Schedule F - Data Processing Agreement: Detailed terms for personal data processing and protection

7. Schedule G - Acceptable Use Policy: Rules and restrictions for service usage

8. Schedule H - Technical Requirements: Required technical specifications and configurations

9. Appendix 1 - Emergency Contacts: List of key contacts for emergencies and escalations

10. Appendix 2 - Authorized Users: Definition and requirements for authorized service users

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

Information Technology

Financial Services

Healthcare

Professional Services

Manufacturing

Retail

Education

Government

Telecommunications

Insurance

Real Estate

Energy

Transportation

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Finance

Operations

Risk Management

Engineering

Product Management

Data Protection

Vendor Management

Relevant Roles

Chief Technology Officer

Chief Information Officer

Chief Legal Officer

General Counsel

Privacy Officer

Information Security Manager

Procurement Manager

IT Director

Contract Manager

Legal Counsel

Commercial Director

Head of Compliance

VP of Engineering

Chief Financial Officer

Risk Manager

Operations Director

Technology Procurement Specialist

Data Protection Officer

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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