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Software as a Service (SaaS) Agreement

This Software as a Service (SaaS) Agreement (hereinafter referred to as the "Agreement") is entered this _____ day of _______, 20______, by and between XYZ Software Solutions, a duly registered company having its principal place of business at ______________________________ (hereinafter referred to as "XYZ"), and ABC Enterprises, a duly registered company having its principal place of business at __________________________________ (hereinafter referred to as "ABC").

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Services

1.1. Service Offering

XYZ shall provide ABC with access to the XYZ SaaS platform (the "Platform") as described in Exhibit A attached hereto. The Platform offers various cloud-based software services, including but not limited to customer relationship management (CRM), project management, and accounting software (collectively, the "Services").

1.2. Technical Support

XYZ shall provide technical support to ABC for the use and maintenance of the Platform, as further described in Exhibit B attached hereto. Technical support is available during XYZ's regular business hours, unless otherwise agreed upon by the parties in writing.

2. Subscription Terms

2.1. Subscription Period

ABC hereby subscribes to the Services for an initial term of ____ (__) months (the "Initial Term"), commencing on the Effective Date. Thereafter, this Agreement shall automatically renew for successive periods equal to the length of the Initial Term (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

2.2. Fees and Payment

ABC shall pay XYZ the fees specified in Exhibit C attached hereto (the "Subscription Fees") for the Initial Term and each Renewal Term. Subscription Fees are payable in advance each month, due on or before the first day of each month. ABC shall also pay XYZ for additional services or customization requested by ABC as described and agreed upon by the parties in writing.

3. Intellectual Property Rights

XYZ and its licensors retain all existing right, title and interest in and to the Platform, the Services, and any and all related copyrights, patents, trade secrets, trademarks and other intellectual property rights. Nothing in this Agreement shall be construed as transferring any intellectual property rights to ABC except the limited right to access and use the Platform and the Services in accordance with this Agreement.

4. Data Security, Privacy, and Ownership

4.1. Data Security and Backups

XYZ shall implement and maintain appropriate technical and organizational security measures to protect ABC's data from unauthorized access, use, disclosure, alteration or destruction. XYZ shall also perform regular data backups and maintain a disaster recovery plan in accordance with industry best practices.

4.2. Data Privacy and Protection

XYZ shall comply with all applicable laws, regulations, and standard industry practices regarding the privacy and protection of ABC's data. XYZ's privacy policy, as amended from time to time, shall govern the collection, use, disclosure and protection of ABC's data while using the Platform and Services.

4.3. Data Ownership

All data generated, collected, or otherwise obtained by ABC through use of the Platform and Services, including but not limited to customer information, project records and accounting data, shall remain the exclusive property of ABC. Upon termination or expiration of this Agreement, XYZ shall return or destroy, at the option of ABC, ABC's data in its possession or control.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law principles.

6. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be first attempted to be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, either party may submit the dispute to mediation or arbitration in accordance with the rules of the American Arbitration Association, or such other rules as the parties may agree upon in writing.

7. Miscellaneous

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, between the parties. This Agreement may be amended or modified only in writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving its rights.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

XYZ Software Solutions ABC Enterprises


By: __________________________ By: __________________________
Its: __________________________ Its: __________________________
Date: ________________________ Date: ________________________

[Exhibit A - Platform and Services Description]
[Exhibit B - Technical Support Services]
[Exhibit C - Subscription Fee Schedule]