Master SaaS Agreement Template for United States

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Key Requirements PROMPT example:

Master SaaS Agreement

"I need a Master SaaS Agreement for my enterprise software company that will be providing AI-powered analytics services to financial institutions, with strong data protection provisions and specific compliance requirements for handling sensitive financial data."

Document background
The Master SaaS Agreement is essential for businesses providing cloud-based software solutions in the United States. This contract type establishes the fundamental legal framework governing the relationship between service providers and their customers. It addresses critical aspects such as service delivery, data protection, compliance requirements, and risk allocation. The agreement is designed to comply with U.S. federal and state regulations while providing flexibility to accommodate various service offerings and customer requirements. It typically serves as the foundation for ongoing service relationship and can be supplemented with specific order forms or statements of work.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background/Recitals: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Description of SaaS services being provided

5. License Grant: Terms of software license and usage rights

6. Fees and Payment: Pricing, payment terms, and billing procedures

7. Term and Termination: Duration of agreement and termination conditions

8. Data Protection and Security: Data handling, privacy, and security obligations

9. Service Levels: Performance standards and metrics

10. Intellectual Property Rights: IP ownership and rights

11. Confidentiality: Protection of confidential information

12. Warranties and Disclaimers: Service warranties and limitations

13. Limitation of Liability: Liability caps and exclusions

14. General Terms: Miscellaneous legal provisions

Optional Sections

1. Professional Services: Additional terms for implementation or consulting services when professional services are part of the offering

2. Insurance Requirements: Specific insurance coverage obligations for enterprise clients or high-risk services

3. Disaster Recovery: Business continuity and disaster recovery procedures for mission-critical applications

4. Security Audit Rights: Client rights to audit security measures for clients with strict security requirements

5. Change Control: Procedures for managing changes to services in complex implementations

Suggested Schedules

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

2. Data Processing Agreement: Detailed data protection and processing terms

3. Security Requirements: Detailed security specifications and procedures

4. Pricing Schedule: Detailed pricing, payment terms, and fee structure

5. Support Services: Support level definitions and procedures

6. Acceptable Use Policy: Terms governing acceptable use of the service

7. Service Description: Detailed description of services and functionality

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
Industries

Computer Fraud and Abuse Act (CFAA): Federal law that governs computer crimes and unauthorized access to computer systems, crucial for defining security obligations and breach remedies

Electronic Communications Privacy Act (ECPA): Federal law protecting wire, oral, and electronic communications while those communications are being made, in transit, and when stored

Digital Millennium Copyright Act (DMCA): Copyright law addressing digital content rights and protections, important for software and content licensing provisions

Stored Communications Act (SCA): Controls how private electronic communications and data can be accessed and disclosed, affecting data handling provisions

Federal Trade Commission Act: Regulates unfair and deceptive practices in commerce, influencing terms related to marketing, privacy, and security practices

California Consumer Privacy Act (CCPA): Comprehensive state privacy law giving California residents control over their personal information, requiring specific privacy provisions if applicable

General Data Protection Regulation (GDPR): EU privacy law that may apply if handling EU resident data, requiring specific data protection and processing terms

Health Insurance Portability and Accountability Act (HIPAA): Federal law protecting medical information privacy and security, necessary if handling healthcare data

Children's Online Privacy Protection Act (COPPA): Federal law regulating the collection and use of personal information from children under 13

Uniform Commercial Code (UCC): Standardized state laws governing commercial transactions, influencing contract formation and enforcement

E-SIGN Act: Federal law ensuring legal validity of electronic signatures and records in commercial transactions

Uniform Electronic Transactions Act (UETA): State law framework for electronic signatures and records in commercial transactions

Payment Card Industry Data Security Standard (PCI DSS): Security standards for organizations handling credit card information, requiring specific compliance terms if applicable

Gramm-Leach-Bliley Act (GLBA): Federal law requiring financial institutions to explain information-sharing practices and protect sensitive data

Family Educational Rights and Privacy Act (FERPA): Federal law protecting student education records privacy, necessary if handling educational data

Export Administration Regulations (EAR): Federal regulations controlling export and re-export of commercial and dual-use items, affecting international service provisions

International Traffic in Arms Regulations (ITAR): Federal regulations controlling defense and military-related technologies, affecting security and data handling requirements

Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, influencing warranty and disclaimer provisions

State Data Breach Notification Laws: Various state laws requiring notification of security breaches involving personal information, affecting incident response terms

Trade Secrets Laws: Federal and state laws protecting confidential business information, crucial for confidentiality and intellectual property provisions

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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