Saas Master Service Agreement Template for United States

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Key Requirements PROMPT example:

Saas Master Service Agreement

"I need a SaaS Master Service Agreement for a healthcare technology platform launching in March 2025, which must include HIPAA compliance provisions and specific data breach notification procedures for handling sensitive patient data."

Document background
The SaaS Master Service Agreement serves as the foundational contract between a software provider and customer for the delivery of cloud-based software services. This agreement is designed for use in the United States market and incorporates relevant federal and state law requirements. It should be used when establishing a long-term SaaS relationship where the provider will deliver one or more software services to the customer over time. The agreement covers critical aspects including service levels, data protection, security measures, intellectual property rights, warranties, and liability allocation. It's structured to allow addition of specific services through schedules while maintaining consistent overarching terms. This template is particularly suitable for enterprise-level SaaS deployments where comprehensive terms and robust protections are required.
Suggested Sections

1. Parties: Identification of contracting parties and their legal status

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Services: Description of SaaS services, service levels, and support

5. Customer Obligations: Customer responsibilities, acceptable use policy, and access management

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

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

8. Data Protection and Security: Data handling, security measures, and privacy compliance

9. Confidentiality: Protection of confidential information and trade secrets

10. Warranties and Disclaimers: Service warranties and limitations

11. Indemnification: Mutual indemnification obligations

12. Limitation of Liability: Liability caps and exclusions

13. Term and Termination: Agreement duration, renewal, and termination rights

14. Post-Termination: Obligations after agreement ends, including data return/deletion

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

Optional Sections

1. Professional Services: Include when implementation, configuration, or consulting services are needed

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

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

4. Compliance with Laws: Include for regulated industries or specific compliance requirements

5. Export Control: Include when services involve international data transfers

6. Source Code Escrow: Include when customer requires source code protection

7. Audit Rights: Include when customer needs rights to audit security or compliance

8. Business Continuity: Include for critical services requiring continued operation guarantees

9. Multi-tenant Provisions: Include when addressing shared infrastructure concerns

10. Subcontractors: Include when provider uses key subcontractors

Suggested Schedules

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

2. Service Level Agreement: Performance metrics, measurement, and remedies

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

4. Security Requirements: Detailed security controls and compliance requirements

5. Data Processing Agreement: Detailed data protection obligations and procedures

6. Pricing and Payment Schedule: Detailed pricing, payment terms, and metrics

7. Technical Requirements: Customer infrastructure and integration requirements

8. Business Continuity Plan: Disaster recovery and business continuity procedures

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

10. Implementation Plan: Timeline and milestones for service implementation

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

Healthcare

Financial Services

Retail

Manufacturing

Professional Services

Education

Government

Telecommunications

Media and Entertainment

Insurance

Real Estate

Non-profit

Logistics

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Risk Management

Compliance

Operations

Sales

Finance

Product Management

Software Development

Cloud Operations

Data Protection

Vendor Management

Relevant Roles

Chief Information Officer

Chief Technology Officer

General Counsel

Legal Counsel

IT Director

Procurement Manager

Contract Manager

Information Security Officer

Privacy Officer

Risk Manager

Commercial Director

VP of Sales

Head of Operations

Technology Manager

Compliance Officer

Software Development Manager

Cloud Services Manager

Industries
GDPR Compliance (if EU data subjects involved): While a US law, if the SaaS provider handles EU residents' data, GDPR compliance needs to be addressed in the agreement
California Consumer Privacy Act (CCPA): State-level privacy law that may apply if California residents' data is processed, requiring specific privacy protections and disclosures
Uniform Electronic Transactions Act (UETA): Federal law governing electronic signatures and records in commercial transactions
Electronic Signatures in Global and National Commerce Act (ESIGN): Federal law establishing legal equivalence of electronic signatures with handwritten signatures
State Data Breach Notification Laws: Various state laws requiring notification of data breaches to affected individuals
Federal Trade Commission Act: Federal law prohibiting unfair or deceptive practices in commerce, relevant for service terms and data handling practices
Uniform Commercial Code (UCC): State-adopted uniform law governing commercial transactions, particularly Article 2A for service contracts
Copyright Act: Federal law protecting software and related intellectual property rights
Health Insurance Portability and Accountability Act (HIPAA): If healthcare data is involved, HIPAA compliance must be addressed in the agreement
Gramm-Leach-Bliley Act: If financial services are involved, this act governs data privacy and security requirements
State Consumer Protection Laws: Various state laws protecting consumers in commercial transactions and service agreements
Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computer systems and data security
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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