When should I use a SaaS subscription agreement?

Use a SaaS subscription agreement when you are selling or buying hosted software on a renewable term. An MSA plus order form is better when you expect many negotiated orders. A software license is the better fit for installed software. Sources: Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

SaaS agreement or MSA?

A subscription agreement is the standing terms for access and fees. An MSA (https://www.formabledocs.com/templates/msa) is the framework when later order forms will keep attaching without rewriting legal terms. For the software-sales paper stack, see how to write an MSA for selling software (https://www.formabledocs.com/blog/posts/how-to-write-a-master-service-agreement-for-selling-software). Sources: Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

Can I download this SaaS subscription agreement template?

Yes. Use Download .docx to get a Word file with placeholders such as [Party A] and [Effective Date]. You can edit it in Word or Google Docs, or create a filled-in version in the free contract creator (https://www.formabledocs.com/contract-creator/saas-subscription-agreement).

Is the sample legally binding as shown?

No. Placeholder sample text is a starting point. It becomes an agreement for your deal after you fill in the details—manually or in the free contract creator—and the parties sign. Sources: Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

When should I use the free contract creator instead of editing the file?

Use the free contract creator if you want guided choices for who you are, the product, fees, initial term, auto-renewal, and governing law, without hunting through every blank yourself.

SaaS Subscription Agreement

Hosted software access, fees, acceptable use, customer data, and renewal for a SaaS subscription.

Create contract for free

What this contract contains

Preamble and parties. Names the subscription and each party as Vendor or Customer. Choose your side in the creator.

Access. Grants a limited right to use the hosted service for internal business during the term.

Fees and term. Sets subscription fees, the initial term, and whether the subscription auto-renews.

Acceptable use. Limits misuse of the service and lets the vendor suspend access for a material breach.

Support and security. Sets included support and the safeguards the vendor keeps for the service and customer data.

Customer data. The customer keeps its data. The vendor uses it to provide the service and makes it available to export after the term.

Intellectual property claims. The vendor defends the customer if a third party claims the service infringes their intellectual property.

Limitation of liability. Caps most claims at fees paid in the prior 12 months, with standard carve-outs.

Governing law. Sets the state law that governs the SaaS subscription agreement and where disputes must be brought. Choose the jurisdiction in the creator.

General. Covers assignment limits, waiver rules, severability, entire agreement language, notices, and counterpart or electronic-signature execution language.

Signature blocks. Authorized signatory and title lines for each party, ready for wet-ink or e-signature fields.

SAAS SUBSCRIPTION AGREEMENT

This SaaS Subscription Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:

[Party A], a corporation ("Vendor"), and

[Party B], a corporation ("Customer").

The Vendor will provide hosted software to the Customer, and the Customer will subscribe, on the terms of this Agreement.

1. Access. The Vendor grants the Customer a non-exclusive, non-transferable right to access and use [description of the hosted software] (the "Service") during the subscription term, solely for the Customer's internal business purposes and within the purchased usage. The Vendor keeps all ownership of the Service.

2. Fees. The Customer will pay [subscription fees]. Fees are due annually in advance unless the Parties agree otherwise, are exclusive of taxes, and are non-refundable except as this Agreement states.

3. Term. The initial term is 12 months from the Effective Date. After the initial term the subscription renews for successive 12-month periods unless a Party gives 30 days' notice before a renewal. Either Party may end this Agreement immediately for an uncured material breach.

4. Acceptable Use. The Customer will not reverse engineer the Service, share access credentials except with authorized users, or use the Service to violate law. The Vendor may suspend access for a material breach after notice where reasonably practicable.

5. Support. The Vendor will provide email support on business days and will use reasonable efforts to answer within two business days.

6. Security. The Vendor will keep reasonable administrative and technical safeguards for the Service and the Customer's data, and will tell the Customer without undue delay after it confirms that someone accessed that data without permission.

7. Customer Data. The Customer owns its data. The Vendor will use that data only to provide the Service and as the law requires. Where the Vendor handles personal data for the Customer, it will do so only on the Customer's instructions, will not sell that data, and will not use it for the Vendor's own purposes. The Parties will sign a data processing addendum if the law requires one. For 30 days after this Agreement ends, the Vendor will make the Customer's data available for export in a common format, and will then delete it, except copies the law requires the Vendor to keep.

8. Intellectual Property Claims. The Vendor will defend the Customer against a third-party claim that the Service, as provided by the Vendor, infringes that third party's intellectual property, and will pay damages finally awarded or a settlement the Vendor approves. This does not cover a claim caused by the Customer's modification, by combining the Service with materials the Vendor did not provide, or by use outside this Agreement.

9. Limitation of Liability. Neither Party is liable for consequential, special, or lost-profit damages. Each Party's total liability under this Agreement is limited to the fees paid by the Customer in the 12 months before the claim, except for a Party's fraud, a breach of confidentiality, the Vendor's intellectual-property defense above, or liability that cannot be limited by law.

10. Governing Law. This Agreement is 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.

11. General. This Agreement is the entire agreement about the Service, may be amended only in a writing signed by both Parties, and may be signed in counterparts, including electronic copies. Order forms signed under this Agreement are incorporated by reference.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Vendor: [Party A]

By: ________________________________

Name: [Signatory]

Title: [Title]

Customer: [Party B]