ORDER FORM
This Order Form (the "Order Form") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Provider"), and
[Party B], a corporation ("Customer").
Each may be referred to as a "Party" and together as the "Parties." This Order Form incorporates and is governed by the Master Service Agreement between the Parties with an effective date of [date of the Master Service Agreement] (the "Agreement" or "Framework Terms"). If there is any inconsistency between this Order Form and the Agreement, this Order Form controls for the subject matter of this Order Form.
1. Products and Quantities. The Customer orders the following under this Order Form: [description of the product or service] (the "Cloud Service"), in the quantity of the quantities stated in this Order Form. Access begins on the Effective Date unless a pilot period applies below.
2. Subscription Period. The initial Subscription Period is 12 months beginning on the Effective Date. This Order Form renews automatically for successive periods equal to the Subscription Period unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current term.
3. Fees and Payment. Cloud Service Fees are [fees]. The Provider will invoice the Customer annually, and the Customer will pay each undisputed invoice within 30 days after receiving it. Fees are exclusive of taxes unless this Order Form expressly states otherwise, and are otherwise governed by the payment terms of the Agreement.
4. Technical Support. During the Subscription Period the Provider will provide commercially reasonable technical support.
5. Governing Law. Unless the Agreement provides otherwise, this Order Form and matters relating to it are governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
6. General. This Order Form, together with the Agreement, is the entire agreement between the Parties about its subject and may only be amended by a writing signed by both Parties. This Order Form may be executed in counterparts, including electronic copies, each of which is an original and which together form the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Order Form as of the Effective Date.
Provider: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Customer: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]