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How to write your SAAS Software as a Service Agreement
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Use cases for this template
BlueLedger's sprint to a smarter analytics subscription
The Challenge
When BlueLedger's founders negotiated access to Nimbus Metrics' cloud analytics, the SAAS terms, performance objectives, and evergreen renewal mechanics felt opaque, and the team needed a way to compare subscription tiers, map response times to business risk, and brief the board without rewriting the legal contract.
The Solution
Their counsel used Proposal Kit to create supporting documents-an executive overview, a vendor comparison report, and an internal service delivery plan-while the AI Writer produced a training outline and an incident playbook; line-item quoting modeled costs for yearly subscriptions and potential add-ons so finance could see the difference between plans.
The Implementation
Product, legal, and finance met in a single workshop to finalize definitions and responsibilities, then assembled a procurement package with Proposal Kit that included a request checklist, onboarding timeline, and data-handling procedures; they kept the contract template intact and used the new documents to align expectations with the other party.
The Outcome
BlueLedger signed on schedule, retained budget control, and improved productivity by clarifying who would contact technical support, how to escalate issues, and how to measure service availability, turning a dense agreement into a practical playbook the team could utilize from day one.
Cedar Valley Health's careful rollout of a scheduling platform
The Challenge
Cedar Valley Health selected ScheduCloud for its scheduling SAAS but faced competing priorities: training busy employees across locations, meeting internal compliance rules under other laws and regulations, and proving that support response times and maintenance windows would not disrupt patient operations.
The Solution
Using Proposal Kit, the operations team created a readiness report, a site procedures guide, and a continuity plan; the AI Writer drafted a topics-tasks practice note for managers and a post-incident review template, while line-item quoting mapped the subscription model to department budgets and incentives for early adoption.
The Implementation
They piloted one clinic first, tracked outcomes with a standard dashboard document, refined definitions of roles and control points, and published correct escalation and contact steps so staff could respond consistently without touching the contract language itself.
The Outcome
The hospital achieved a smooth cutover with measurable reductions in scheduling errors, retained valuable audit evidence, and gained confidence that contractual obligations and support pathways were clear to every employee using the system.
IronPeak Fabrication tames CMMS chaos across plants
The Challenge
IronPeak Fabrication adopted ForgeFleet's cloud CMMS, but maintenance crews on different computers and networks were experiencing technical difficulties, renewals were approaching with price adjustments, and procurement needed clarity across multiple SAAS contracts without creating conflict with vendors.
The Solution
Proposal Kit helped craft a vendor comparison study, a renewal calendar, and a change-control plan; the AI Writer generated training briefs and a service interruption report template, and line-item quoting forecasted total cost by subscription plan, tax estimates, and add-on modules to the extent needed for accurate planning.
The Implementation
The team established definitions for uptime metrics and responsibilities, documented how to request support and navigate outages, and published a plant-by-plant rollout plan, supporting the legal contract with precise, practical documents instead of altering it.
The Outcome
IronPeak reduced downtime, managed renewals with fewer surprises, and transformed scattered knowledge into a valuable, reusable toolkit that kept contractual obligations visible and teams coordinated across every location.
Abstract
This legal document outlines a cloud service agreement between a saas provider (the service provider) and a business customer for access to cloud-based software under a subscription model. It highlights key components common to saas contracts and cloud service agreements: definitions, scope, subscription period, fees, support, proprietary rights, limitations of liability, dispute resolution, and termination. The SAAS service is delivered per Specifications and an SLA in exhibits, which typically detail service availability, response times, and technical support methods.
Access is provided as is and as delivered. The customer gains use of the saas product but no license to source code or company materials; intellectual property ownership remains the company's. This agreement does not expressly allocate data ownership of customer data or address data security or data breach procedures; those key topics usually appear in exhibits or add-on clauses. Practical law resources, standard documents, how-to guides, and clause outlines can help a legal team fill such gaps with clear definitions, controls, and compliance guidelines.
The initial term is six or twelve months with evergreen renewal unless canceled with 30 days' notice. Payment is C.O.D. unless credit is approved (net 10). Pricing and subscription plan or subscription tier details appear in the exhibits and may vary depending on the organization and the offering. Customization is not included. If experiencing technical difficulties, the customer must contact technical support under the SLA. Service delivery and availability are not guaranteed; remedies are limited to pro-rata credits, which helps the provider limit liability.
Confidentiality and proprietary information rules apply. The company may terminate for breach, insolvency, or mutual agreement. The AUP is a condition of use; illegal activities (for example, selling drugs) would violate common AUPs.
No duty exists to support third-party users. Disputes allow recovery of fees by the prevailing party. Transfer requires consent, and trademarks used by the customer must be authorized.
Use cases include procurement teams comparing multiple saas contracts for a cloud platform, suppliers and partners onboarding to a shared website or network tool, and a mid-market entity adopting yearly subscriptions for a collaboration platform while maintaining detailed records of procedures for audits and future legal updates.
Proposal Kit's toolkit helps organizations create consistent cloud agreements and supporting documents through document assembly, automated line-item quoting for subscription pricing, an AI Writer that can write SLAs and practice notes, and an extensive template library designed to improve process efficiency and ease of use.
Expanding on the business impact, this agreement operates more like access rights than a traditional licensing agreement. The customer is not a licensee with full access to code or company materials; instead, the saas terms grant use of the internet-hosted service subject to contractual obligations. That difference is crucial for governance: performance objectives, standard clauses, and the definition of Services should establish what the other party delivers, when, and to what extent.
Lawyers often add guidance to clarify remedies, incentives, or penalties tied to uptime, response times, and support. While the contract omits explicit references to regulations, other laws such as privacy, tax, or industry rules can still apply depending on location and site practices. In the interest of risk control, many organizations retain the right to make adjustments to procedures as circumstances evolve.
Operationally, success involves the ability to manage employees, respond to each support request, and use the SLA for maintenance and any training programs an organization generally expects with cloud solutions. For instance, teams accessing the service from different computers and locations should discuss data handling and conflict pathways before issues arise. Establish an internal overview of who approves changes, how to navigate disputes, and the correct process to escalate technical difficulties. Even without customization, developing a clear usage playbook is important for productivity.
Potential customers evaluating multiple offerings benefit from how practical law resources present topics, tasks, practice note materials, and standard clauses that map to key elements: service delivery, confidentiality, intellectual property, dispute resolution, and termination. These resources help define the context, compare differences between models, and align contract structure with business goals to retain value over the subscription period.
Proposal Kit supports this process by helping teams create consistent legal documents and supporting materials. Its document assembly, automated line-item quoting for subscription plans, AI Writer for writing-related notes and summaries, and extensive template library provide a practical toolkit to organize clauses, tailor exhibits, and produce a coherent package that stakeholders can review and use efficiently.
Further insights for decision-makers: the payment structure (C. O. D.
or net 10 with revocable credit) pushes finance teams to plan cash flow and keep invoices accurate, because late payments can halt service. The evergreen renewal with price changes means procurement should calendar renewal dates, request advance notice of adjustments, and validate whether the revised saas terms still meet performance objectives. The 60-day notification for ownership change is a key M&A checkpoint; include it in due diligence so the other party stays informed and transition risks are managed.
Indemnification is narrowly focused on the customer's marketing, support, and unauthorized representations. To reduce exposure, centralize message control, approve claims about features and response times, and retain detailed records of who said what and when. The broad warranty disclaimer and pro-rata credit remedy signal that continuity planning is on the customer: define internal incident procedures, set monitoring for service availability, and prepare fallback workflows if outages occur. Trademark and confidentiality clauses require the customer to confirm rights to materials uploaded or integrated into the site and to safeguard company materials.
Operational rollout benefits from aligning the Service Start Date with onboarding, maintenance windows, and training so employees can respond to issues from any location or computer. Clear escalation paths and success metrics make the agreement more valuable in practice by turning high-level commitments into measurable outcomes.
Proposal Kit can help teams assemble coherent agreement packages plus supporting artifacts, such as onboarding checklists, change-control forms, and SLA summaries, using document assembly, automated line-item quoting, an AI Writer to build related documents, and an extensive template library, improving coordination across legal, procurement, and operations.
Writing the SAAS Software as a Service Agreement document - The Narrative
SOFTWARE AS A SERVICE (SAAS) AGREEMENT
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer"). The purpose of this Agreement (hereafter referred to as the "Agreement") is to set forth and define an arrangement under which Company will provide Software as a Service ("SAAS" or "Service") for the benefit of the Customer. As a service, the standard SAAS Agreement with Company is provided below.
Subject to the following terms and conditions of this Agreement, Company will provide SAAS for Customer:
Specifications
Company agrees to provide Customer with SAAS according to the attached Specifications (the "Specifications") as defined in Exhibit B, attached hereafter.
1 Services Definitions
"Software" shall mean the Software or Program(s) to be provided by Company to Customer under this Agreement. "Services" shall mean the services to be provided by Company to Customer under this Agreement. A complete list of services provided may be found under Exhibit B - the Specifications.
"SAAS" shall mean both the Software and the Services provided by Company to Customer as described by the Specifications. "Subscription Fee" shall mean the reoccurring fee paid to Company as compensation for continued use of the SAAS. "Support Services" shall mean any help, support, setup, installation, or other assistance as described by the Specifications.
"Consulting Services" shall mean any additional services as described by the Specifications. "Source Code" shall mean the readable forms together with make and build files. "Delivery" shall mean the SAAS as transmitted by Company to Customer electronically and in accordance with security measures agreed upon by both parties as described in the Specifications.
"Company Materials" shall mean any software, code, data, graphics or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.
2 Services Provisions
Rights and License Granted
Under the Company's SAAS agreement, Customer shall not be granted any rights or license to the Software or Services. Customer acknowledges that through its subscription payments to Company it is granted access to the Software and Services. Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Software ends when one of the following events takes place: 1) Customer fails to make a subscription payment; 2) Customer violated the Company Acceptable Use Policy ("AUP") or 3) Customer cancels its subscription with a 30-day written notice and Customer's account is paid in full.
Limitations to Rights and License
At no time will Customer hold title to or ownership of any of the SAAS, Company Data or Source Code or any Materials provided to Customer during the term of this Agreement.
3 Length of Service
Customer agrees to an initial six (6) month or twelve (12) month contractual term of service ("Term"). The length of contract required is based on the type of service desired by Customer and shall be determined solely by Company as defined in Exhibit A.
4 Service Start Date
The first subscription payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
5 Renewal by Customer
This Agreement will automatically renew for successive six (6) or twelve (12) month Terms unless canceled in writing by Customer at least thirty (30) days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of Services by Customer indicates agreement to any contract revisions and price changes. Renewal fees for the following Term will be automatically invoiced to Customer's account.
6 SAAS Customization
Customer acknowledges that the SAAS is provided "as is" and "as delivered" and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the SAAS prior to signing this agreement.
7 SAAS Support
All support for the SAAS shall be conducted under the Service Level Agreement ("SLA"), as defined in Exhibit B. End-User Pricing and Services Compensation are outlined on Exhibit A, attached, and are subject to change at the sole discretion of Company.
Terms of Payment
Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net ten (10) days upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears for more than thirty (30) days.
Proprietary Information
Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any Company program, code, or technology installed or delivered to Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) sublicense or allow use of any materials or use of any provided services to any third party without written permission from Company; (d) use any Materials or Services in any way not intended or expressly provided for by this Agreement.
Customer Information Content
Company will exercise no control whatsoever over the content of the information passing through the software, network, email, or web site.
Warranties
Company makes no warranties or representations of any kind, whether expressed or implied, for the SAAS it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its Services.
Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability.
Company specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability.
1 No Duty to Customer's Users Not Directly Contracted with Company
Company shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the SAAS provided to Customer by Company. Third parties shall include, but are not limited to: vendors, contractors, Customer's customers, Customer's clients or any third party not directly contracted with Company for SAAS and SAAS Support.
Trademarks
Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this SAAS.
Transfer of Agreement
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of Customer's business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.
Termination
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, or 3) upon mutual agreement in writing by Company and Customer.
Disputes
If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Indemnification
Customer shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach of this Agreement by Customer.
General
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State State. A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
All parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below:
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Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
You can use the same contract for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.
What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
Published by Proposal Kit, Inc.Disclaimers
Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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