[{"data":1,"prerenderedAt":515},["ShallowReactive",2],{"document-master-subscription-agreement-D14010":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":514},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement (the \"Agreement\") is made and effective this [DATE], BETWEEN: [SERVICE PROVIDER NAME] (the \"Service Provider\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), an individual/company with their main address located at: [COMPLETE ADDRESS] WHEREAS, the Service Provider agrees to provide subscription services to the Client under the terms and conditions set forth herein; WHEREAS, the Client desires to engage the Service Provider for the provision of these services; IT IS HEREBY AGREED THAT: DEFINITIONS 1.1 \"Agreement\" means this Master Subscription Agreement, including all exhibits, schedules, and attachments hereto. 1.2 \"Services\" means the subscription-based services provided by the Service Provider to the Client as described in the applicable Service Order. 1.3 \"Service Order\" means a written order executed by both Parties that describes the specific Services to be provided under this Agreement. 1.4 \"Confidential Information\" means all information disclosed by one Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. PROVISION OF SERVICES 2.1 Service Orders. The Service Provider agrees to provide and the Client agrees to receive the Services as specified in one or more Service Orders. Each Service Order shall be subject to the terms and conditions of this Agreement. 2.2 Changes to Services. Any changes to the Services must be agreed upon in writing by both Parties. Fees and Payment 3.1 Fees. The Client agrees to pay the Service Provider the fees for the Services as specified in the applicable Service Order. 3.2 Payment Terms. Unless otherwise specified in the applicable Service Order, all fees are due and payable within thirty (30) days from the date of the invoice. 3.3 Late Payments. Any payment not received by the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower. CONFIDENTIALITY 4.1 Confidentiality Obligations. Each Party agrees to protect the other's Confidential Information with the same degree of care that it uses to protect its own Confidential Information, but in no event with less than reasonable care. 4.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public knowledge through no fault of the receiving Party; (b) was in the receiving Party's possession before receipt from the disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. Term and Termination 5.1 Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein. 5.2 Termination for Convenience. Either Party may terminate this Agreement or any Service Order for any reason upon thirty (30) days' prior written notice to the other Party. 5.3 Termination for Cause",null,"Master Subscription Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/master-subscription-agreement-D14010.png","https://templates.business-in-a-box.com/imgs/250px/14010.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14010.xml",{"title":15,"description":6},"master subscription agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Master Subscription Agreement Template","https://templates.business-in-a-box.com/imgs/400px/14010.png","https://templates.business-in-a-box.com/imgs/600px/14010.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Services & Consulting","/templates/services-and-consulting/",[35,39,43,47,51,55,59,63,67,71,75,79,83,99,114,128,144,159],{"label":36,"url":37,"thumb":38,"extension":10},"Subscription Agreement","/template/subscription-agreement-D12537","https://templates.business-in-a-box.com/imgs/250px/12537.png",{"label":40,"url":41,"thumb":42,"extension":10},"Master Service Agreement","/template/master-service-agreement-D12657","https://templates.business-in-a-box.com/imgs/250px/12657.png",{"label":44,"url":45,"thumb":46,"extension":10},"Master Franchise Agreement","/template/master-franchise-agreement-D892","https://templates.business-in-a-box.com/imgs/250px/892.png",{"label":48,"url":49,"thumb":50,"extension":10},"Agreement for the Subscription of Shares","/template/agreement-for-the-subscription-of-shares-D317","https://templates.business-in-a-box.com/imgs/250px/317.png",{"label":52,"url":53,"thumb":54,"extension":10},"Online Subscription Agreement","/template/online-subscription-agreement-D837","https://templates.business-in-a-box.com/imgs/250px/837.png",{"label":56,"url":57,"thumb":58,"extension":10},"Stock Subscription Agreement","/template/stock-subscription-agreement-D350","https://templates.business-in-a-box.com/imgs/250px/350.png",{"label":60,"url":61,"thumb":62,"extension":10},"Master Agreement Sale of Merchandise","/template/master-agreement-sale-of-merchandise-D1246","https://templates.business-in-a-box.com/imgs/250px/1246.png",{"label":64,"url":65,"thumb":66,"extension":10},"Share Subscription Agreement Private_Long Form","/template/share-subscription-agreement-private-long-form-D343","https://templates.business-in-a-box.com/imgs/250px/343.png",{"label":68,"url":69,"thumb":70,"extension":10},"Share Subscription Agreement Venture Capital","/template/share-subscription-agreement-venture-capital-D344","https://templates.business-in-a-box.com/imgs/250px/344.png",{"label":72,"url":73,"thumb":74,"extension":10},"Subscription Form and Power of Attorney","/template/subscription-form-and-power-of-attorney-D1040","https://templates.business-in-a-box.com/imgs/250px/1040.png",{"label":76,"url":77,"thumb":78,"extension":10},"Letter Examples for a Subscription of Shares","/template/letter-examples-for-a-subscription-of-shares-D5163","https://templates.business-in-a-box.com/imgs/250px/5163.png",{"label":80,"url":81,"thumb":82,"extension":10},"Minutes of Meeting Master","/template/minutes-of-meeting-master-D18","https://templates.business-in-a-box.com/imgs/250px/18.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":91,"description":6},"software license agreement",[93,95],{"label":18,"url":94},"business-legal-agreements",{"label":96,"url":97},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":9,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":113},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":107,"description":6},"non disclosure agreement nda",[109,110],{"label":18,"url":94},{"label":111,"url":112},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":126,"url":127},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[124,125],{"label":18,"url":94},{"label":18,"url":94},"reseller agreement","/template/reseller-agreement-D5202",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":137,"keywords":142,"url":143},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[138,141],{"label":139,"url":140},"Software & Technology","software-technology-business",{"label":139,"url":140},"service level agreement","/template/service-level-agreement-D778",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":157,"url":158},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[154],{"label":155,"url":156},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":160,"descriptionCustom":6,"label":161,"pages":147,"size":9,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":170,"url":171},"Terms and Conditions Welcome to [COMPANY NAME]. Thanks for using our products and services (\"Services\"). The Services are provided by [COMPANY NAME] (\"COMPANY NAME\"), located at [ADRESSE, CITY, STATE, COUNTRY] By using our Services, you are agreeing to these terms. Please read these Terms and Conditions (\"Terms\", \"Terms and Conditions\") carefully before using the http://www.[YOURWEBSITE].com website and the mobile application (the \"Service\") operated by [COMPANY NAME] (\"us\", \"we\", or \"our\"). Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services. Terminology The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer notice, and any or all Agreements: \"Client\", \"You\" and \"Your\" refer to you, the person accessing this website and accepting the Company's terms and conditions. \"The Company\", \"Ourselves\", \"We\" and \"Us\" refer to our Company. \"Party\", \"Parties\" or \"Us\" refers to both the Customer and ourselves, or either the Customer or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether through formal meetings of a fixed duration, or by any other means, with the express purpose of meeting the Client's needs in terms of providing the Company's declared services / products, in accordance with and subject to applicable US laws. Any use of the above terminology or other words in the singular, plural, capital letters and/or plural, and/or these terms, is considered interchangeable and therefore a reference to them. Using our Services You must follow any policies made available to you within the Services. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don't remove, obscure, or alter any legal notices displayed in or along with our Services. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws. Privacy Statement We are committed to protecting your privacy. [COMPANY NAME]'s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that [COMPANY NAME] can use such data in accordance with our privacy policies. Only authorized employees within the company who, in the course of their duties, can access and use information collected from individual customers. We are constantly reviewing our systems and data to ensure the best possible service to our customers. Government authorities have created specific offences for unauthorized actions against computer systems and data. We will investigate such actions with a view to bringing legal action and/or civil action for damages against those responsible. Purchases If you wish to purchase any product or service made available through the Service (\"Purchase\"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your [SPECIFY]. Subscriptions Some parts of the Service are billed on a subscription basis (\"Subscription(s)\"). You will be billed in advance on a recurring [SPECIFY]. Software in our Services When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. [COMPANY NAME] gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by [COMPANY NAME] as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by [COMPANY NAME], in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. Disclaimer Exclusions and Limitations The information contained on this website is provided on an \" as is \" basis. To the fullest extent permitted by law, this company: excludes all representations and warranties with respect to this website and its content or that are or may be provided by affiliates or any other third party, including with respect to any inaccuracy or omission in this website and/or the Company's documentation; and excludes any liability for damages arising out of or in connection with your use of this website. [COMPANY NAME], and [COMPANY NAME]'s suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, punitive damages or damage caused to your computer, computer software, systems and programs and data relating thereto or any other direct or indirect, consequential or incidental damages. Liability for our Services To the extent permitted by law, the total liability of [COMPANY NAME], and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services. In all cases, [COMPANY NAME], and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable. However, this company does not exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. We recognize that in some countries, you might have legal rights as a consumer. None of your legal rights as a consumer are affected waived by contract. Business uses of our Services If you are using our Services on behalf of a business, that business accepts these terms","Terms And Conditions","https://templates.business-in-a-box.com/imgs/1000px/terms-and-conditions-D12667.png","https://templates.business-in-a-box.com/imgs/250px/12667.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12667.xml",{"title":166,"description":6},"terms and conditions",[168,169],{"label":18,"url":94},{"label":18,"url":94},"terms conditions","/template/terms-and-conditions-D12667",false,{"seo":174,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":248,"clauses":282,"how_to_fill":333,"common_mistakes":374,"faqs":399,"industries":427,"comparisons":444,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":501,"classification":502},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Master Subscription Agreement Template (Free Word)","Free Master Subscription Agreement template for SaaS and subscription businesses. Covers licensing, billing, data, SLAs, and termination. Free Word and PDF download.","master subscription agreement template",[15,179,180,181,182,183,184,185],"saas subscription agreement template","software subscription contract template","subscription services agreement template","master subscription agreement free download","saas contract template word","subscription license agreement template","msa subscription agreement template",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":172},"advanced",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A Master Subscription Agreement (MSA) is a legally binding contract between a software or service provider and a customer that governs the ongoing terms under which subscription-based products or services are accessed and used. This free Word download gives you a structured, attorney-informed starting point you can edit online and export as PDF — covering licensing rights, payment and billing, data ownership, service levels, confidentiality, and termination in a single document.\n","Use it when you sell SaaS products, subscription software, or recurring managed services and need a single governing contract to apply across multiple orders, renewals, or add-on purchases without re-negotiating core terms each time. It is equally important for customers onboarding enterprise vendors where standard click-through terms are insufficient.\n","Subscription license grant and use restrictions, fees and billing cycles, service level commitments and remedies, data ownership and security obligations, confidentiality, intellectual property, warranties and disclaimers, liability limitations, term, renewal, and termination conditions, and governing law.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"SaaS founders and product companies","Replacing ad hoc click-through terms with an enforceable enterprise contract","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"B2B sales and legal teams","Standardizing the contract template sent to mid-market and enterprise prospects","persona-sales-manager",{"title":207,"use_case":208,"icon_asset_id":209},"Procurement and vendor managers","Reviewing and negotiating incoming MSAs from software vendors before signing","persona-operations-director",{"title":211,"use_case":212,"icon_asset_id":213},"IT and cloud service providers","Governing multi-year managed service or infrastructure subscription relationships","persona-it-manager",{"title":215,"use_case":216,"icon_asset_id":217},"Legal counsel and contract managers","Maintaining a fallback template when customers push back on vendor paper","persona-legal-counsel",{"title":219,"use_case":220,"icon_asset_id":221},"Agency and consultancy operators","Structuring retainer-based recurring service engagements on subscription terms","persona-agency",[223,227,230,233,237,241,244],{"situation":224,"recommended_template":225,"slug":226},"Self-serve SaaS with standard pricing tiers and no negotiation","SaaS Terms of Service","terms-of-service-agreement-D920",{"situation":228,"recommended_template":7,"slug":229},"Enterprise deal requiring a negotiated, fully executed MSA","master-subscription-agreement-D14010",{"situation":231,"recommended_template":85,"slug":232},"One-time software delivery with no ongoing subscription","software-license-agreement-D12928",{"situation":234,"recommended_template":235,"slug":236},"Professional services delivered alongside a software subscription","Master Services Agreement","master-service-agreement-D12657",{"situation":238,"recommended_template":239,"slug":240},"Data processing activities covered under GDPR or CCPA","Data Processing Agreement","data-processing-agreement-D13954",{"situation":242,"recommended_template":116,"slug":243},"Reselling or white-labeling a third-party subscription platform","reseller-agreement-D5202",{"situation":245,"recommended_template":246,"slug":247},"API access as part of a developer or integration subscription","API License and Terms of Use","api-license-agreement-D12726",[249,252,255,258,261,264,267,270,273,276,279],{"term":250,"definition":251},"Master Subscription Agreement (MSA)","A single governing contract between a provider and a customer that sets the legal framework for all current and future subscription orders without re-negotiating core terms each time.",{"term":253,"definition":254},"Order Form","A document executed under the MSA that specifies the particular products, quantities, fees, and subscription term for each individual purchase or renewal.",{"term":256,"definition":257},"Subscription Term","The defined period during which the customer is licensed to access the service — typically 12 or 24 months — after which the agreement renews or expires.",{"term":259,"definition":260},"Auto-Renewal","A contract provision that automatically extends the subscription for another term at the end of the current period unless a party provides timely cancellation notice.",{"term":262,"definition":263},"Service Level Agreement (SLA)","A contractual commitment by the provider specifying minimum uptime, response times, and the remedies — typically service credits — owed if those levels are not met.",{"term":265,"definition":266},"Acceptable Use Policy (AUP)","A schedule or exhibit to the MSA that defines permitted and prohibited uses of the service, protecting the provider from liability for customer misuse.",{"term":268,"definition":269},"Data Processing Agreement (DPA)","A legally required addendum when the provider processes personal data on behalf of the customer, setting out security standards and compliance obligations under GDPR, CCPA, or similar laws.",{"term":271,"definition":272},"Limitation of Liability","A clause capping the maximum financial exposure of each party — typically expressed as a multiple of fees paid in the prior 12 months — for claims arising under the agreement.",{"term":274,"definition":275},"Indemnification","An obligation by one party to cover the other's losses arising from a specific category of claim — most commonly third-party IP infringement or a party's gross negligence.",{"term":277,"definition":278},"Mutual Non-Disclosure","A confidentiality obligation running in both directions, covering proprietary information each party shares during the commercial relationship.",{"term":280,"definition":281},"Net Revenue Retention (NRR)","A SaaS business metric tracking recurring revenue from existing customers after accounting for upgrades, downgrades, and churn — a key indicator of MSA health across a customer base.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties, recitals, and defined terms","Identifies the provider and customer as legal entities, states the commercial purpose of the agreement, and defines the key terms used throughout so every clause is interpreted consistently.","This Master Subscription Agreement ('Agreement') is entered into as of [EFFECTIVE DATE] by and between [PROVIDER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Provider'), and [CUSTOMER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Customer').","Using a trade name instead of the registered legal entity name. If the contracting entity doesn't match invoices or corporate records, enforcing payment obligations or IP protections becomes procedurally complicated.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"License grant and use restrictions","Grants the customer a limited, non-exclusive, non-transferable right to access and use the service for its internal business purposes, and explicitly states what the customer may not do — sublicense, reverse-engineer, or exceed the authorized user count.","Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes, subject to the terms of this Agreement and each applicable Order Form.","Omitting a cap on authorized users or seats in the license grant. Without it, the customer may argue that any number of users within the organization are covered under a single flat fee.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Fees, billing, and payment terms","States the subscription fees, billing frequency, payment method, late-payment consequences, and whether fees increase at renewal — typically referencing the applicable Order Form for specific amounts.","Customer shall pay all fees specified in each Order Form within [30] days of the invoice date. Unpaid amounts are subject to a finance charge of [1.5]% per month. Provider reserves the right to increase fees at renewal upon [90] days' prior written notice.","No renewal price-increase notice period in the contract. Customers who receive a 20–30% price increase 30 days before auto-renewal often dispute the charge or terminate, creating churn that a 90-day notice window would have prevented.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Service levels and credits","Commits the provider to a minimum uptime percentage — typically 99.5% or 99.9% measured monthly — and specifies the service credit formula owed to the customer if that threshold is breached.","Provider will use commercially reasonable efforts to make the Service available at least [99.9]% of the time in any calendar month, excluding Scheduled Maintenance. In the event of a breach, Customer's sole remedy is a service credit of [X]% of the monthly fee for each hour of excess downtime.","Making service credits the customer's 'sole and exclusive remedy' for all outages without carving out cases of gross negligence or willful misconduct — courts may refuse to enforce an exclusivity provision that shields deliberate bad-faith conduct.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Data ownership and security","Confirms that the customer retains ownership of all data it uploads or creates in the service, sets minimum security standards the provider must maintain, and obligates the provider to return or delete customer data upon termination.","As between the parties, Customer retains all right, title, and interest in and to Customer Data. Provider shall maintain commercially reasonable administrative, technical, and physical safeguards to protect Customer Data and shall return or destroy Customer Data within [30] days of termination.","No data-return-or-deletion obligation upon termination. Customers who lose access to their data after a dispute have strong leverage — and in regulated industries, a provider's failure to return data within a specified period can itself be a regulatory violation.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Confidentiality","Creates mutual obligations to protect each party's non-public information, defines what counts as confidential, and carves out disclosures required by law, court order, or regulatory authority.","Each party agrees to hold the other's Confidential Information in strict confidence, to use it only as necessary to perform under this Agreement, and not to disclose it to any third party without prior written consent, except as required by applicable law.","No survival clause specifying how long confidentiality obligations persist after termination. Confidentiality that ends the day the contract does leaves trade secrets unprotected from a former customer or vendor who has already received them.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Intellectual property ownership","Confirms that the provider retains all IP in the service, platform, and underlying technology, and that nothing in the agreement transfers ownership to the customer. Separately addresses ownership of any custom developments or professional services deliverables.","Provider retains all right, title, and interest in and to the Service, including all underlying technology, software, and documentation. No rights are granted to Customer except as expressly set forth in this Agreement.","No clause addressing IP ownership of custom features or configurations built at the customer's request. Without explicit language, a customer may claim co-ownership of enhancements added to the platform under a statement of work.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Warranties, disclaimers, and indemnification","States the provider's limited warranty — typically that the service will perform materially as described — and disclaims all implied warranties. Sets out each party's indemnification obligations, most commonly covering third-party IP infringement claims by the provider and misuse by the customer.","Provider warrants that the Service will perform materially in accordance with its documentation. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED 'AS IS' AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES. Provider shall indemnify Customer against third-party claims that the Service infringes any third-party intellectual property right.","An IP indemnity with no carve-outs for customer modifications. If the customer modifies the service or combines it with a third-party tool that causes an infringement claim, the provider should not bear that cost — but a blanket indemnity makes it liable regardless.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Limitation of liability","Caps each party's aggregate liability under the agreement — typically at fees paid or payable in the 12 months preceding the claim — and excludes indirect, consequential, and punitive damages except in cases of gross negligence, fraud, or IP indemnity.","In no event shall either party's aggregate liability arising out of or related to this Agreement exceed the total fees paid or payable by Customer in the [12] months immediately preceding the claim. Neither party shall be liable for any indirect, incidental, consequential, or punitive damages.","Capping liability at fees paid to date rather than fees paid in the prior 12 months. For annual prepay customers who experience a catastrophic outage on day 30, a 'fees paid to date' cap may represent less than 10% of the annual contract value — courts have found this grossly inadequate in some jurisdictions.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term, renewal, and termination","Sets the initial subscription term, the auto-renewal mechanics and required cancellation notice window, grounds for termination for cause (typically material breach uncured within 30 days), and what happens to each party's obligations upon termination.","The initial Subscription Term shall commence on the Effective Date and continue for [12] months. Thereafter, this Agreement shall automatically renew for successive [12]-month periods unless either party provides written notice of non-renewal at least [60] days prior to the end of the then-current term.","Auto-renewal notice windows that are too short (14–30 days) to be practical for enterprise customers with long procurement cycles. A 60–90 day window avoids disputes and accidental renewals, which are among the most common triggers for B2B contract disputes.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Identify the contracting entities and effective date","Enter the full registered legal names of both the provider and the customer, their entity types, and the state or country of incorporation. Set the effective date to the date of last signature, not the date the document was drafted.","Cross-reference both entities against corporate registry filings before execution — a misspelled legal name can void the agreement in some jurisdictions or complicate enforcement.",{"step":340,"title":341,"description":342,"tip":343},2,"Define the service and attach or reference order forms","Write a clear, concise definition of the service being subscribed to and confirm that Order Forms or Statements of Work will govern the specific pricing, seat counts, and term for each purchase. Attach the first Order Form as Exhibit A.","Keep service descriptions at a functional level in the MSA body — avoid enumerating specific features that may change. Reserve feature-level detail for the Order Form or a Product Schedule.",{"step":345,"title":346,"description":347,"tip":348},3,"Set fees, billing frequency, and renewal pricing terms","Specify payment timing (net 30 is standard for B2B), late-fee rate, acceptable payment methods, and the notice period required before any renewal price increase takes effect. Reference the Order Form for the specific dollar amounts.","A 90-day renewal price-increase notice window is the enterprise market standard — it prevents the most common billing dispute trigger in SaaS contracts.",{"step":350,"title":351,"description":352,"tip":353},4,"Negotiate and document the SLA commitments","Agree on the uptime percentage, measurement window (monthly is standard), excluded maintenance windows, and the credit formula for breaches. Document the incident reporting and credit-request process clearly.","Make service credits the exclusive remedy for SLA breaches — but carve out gross negligence and willful misconduct so the exclusivity clause is enforceable in all jurisdictions.",{"step":355,"title":356,"description":357,"tip":358},5,"Complete the data ownership and security schedule","Confirm that customer data remains the customer's property, specify the security standards the provider maintains (SOC 2 Type II, ISO 27001, or equivalent), and set the data-return or deletion timeline post-termination.","If the customer is subject to GDPR, CCPA, HIPAA, or another data protection regime, execute a Data Processing Agreement (DPA) as a separate addendum before or at signing — do not try to embed DPA language in the MSA body.",{"step":360,"title":361,"description":362,"tip":363},6,"Calibrate the liability cap and exclusions","Set the aggregate liability cap as a multiple of fees paid in the prior 12 months (1× is standard; 2× for higher-risk deployments). List the damages categories that are excluded and the exceptions — typically IP indemnity, confidentiality breach, and gross negligence.","For customers handling sensitive personal data or operating in regulated industries, consider a higher cap (2–3×) or a separate sub-cap for data breach events that is not subject to the aggregate ceiling.",{"step":365,"title":366,"description":367,"tip":368},7,"Set the auto-renewal window and termination mechanics","Choose an initial term (12 or 24 months is standard), set the auto-renewal cancellation notice window (60–90 days is typical), and define the cure period for material breach before termination for cause (30 days is customary).","Mirror the cancellation notice window in both the MSA and the Order Form. Discrepancies between the two documents are one of the most common sources of renewal disputes.",{"step":370,"title":371,"description":372,"tip":373},8,"Execute before service access is granted","Both parties must sign the MSA — and ideally the first Order Form simultaneously — before the customer is given credentials or access to the service. Post-access execution creates arguments that implied terms govern any pre-signature period.","Use a timestamped eSignature platform so the execution record is indisputable. Store the fully executed MSA and all Order Forms in a single document management location accessible to both parties.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Allowing service access before execution","If a customer uses the service before signing, a court may find that click-through or implied terms — not the MSA — govern the pre-signature period, leaving restrictive covenants and liability caps unenforceable for that window.","Make credential provisioning contingent on a countersigned MSA and Order Form. Use a eSignature workflow that blocks access until both signatures are timestamped.",{"mistake":380,"why_it_matters":381,"fix":382},"No data-return or deletion clause","A customer who terminates mid-dispute and cannot retrieve its data has immediate legal leverage. In regulated industries, a provider's failure to return data within a defined period can constitute a separate compliance violation.","Include a clause obligating the provider to make customer data available for export for at least 30 days post-termination and to certify destruction thereafter.",{"mistake":384,"why_it_matters":385,"fix":386},"Auto-renewal cancellation windows under 30 days","Enterprise customers with long procurement cycles routinely miss short cancellation windows, resulting in unwanted annual renewals, disputes, and churn that damages the commercial relationship.","Set a 60- to 90-day cancellation notice window and send an automated reminder to the customer's billing contact 120 days before each renewal date.",{"mistake":388,"why_it_matters":389,"fix":390},"Uncapped IP indemnity with no customer-modification carve-out","If the customer modifies the service, integrates it with a third-party tool, or uses it outside the documented scope, any resulting infringement claim should not trigger the provider's indemnity — but a blanket clause creates that liability.","Limit the IP indemnity to the service as delivered and used in accordance with the documentation. Exclude claims arising from customer modifications, third-party combinations, or use outside the authorized scope.",{"mistake":392,"why_it_matters":393,"fix":394},"Using a trade name instead of the registered legal entity","A contract signed in a brand name rather than the registered corporate entity creates uncertainty about which legal person is bound — complicating enforcement of payment obligations and restrictive covenants.","Verify both parties' registered legal names against corporate registry records before drafting and confirm they match the signatory's authority to bind that entity.",{"mistake":396,"why_it_matters":397,"fix":398},"Omitting a governing-law clause that reflects where the provider operates","Without a governing-law clause, courts apply conflict-of-law rules to determine jurisdiction — often defaulting to the customer's location, which may impose obligations the provider never intended.","Include an explicit governing-law and venue clause naming the provider's home jurisdiction, and confirm it is enforceable against customers in the customer's location before execution.",[400,403,406,409,412,415,418,421,424],{"question":401,"answer":402},"What is a Master Subscription Agreement?","A Master Subscription Agreement is a comprehensive contract between a software or service provider and a customer that sets the governing legal terms for all subscription-based purchases made under it. Instead of negotiating a new contract for each renewal or add-on, both parties agree once to the core terms — licensing, data, liability, confidentiality, and termination — and then execute lightweight Order Forms to capture the specific pricing and scope of each transaction.\n",{"question":404,"answer":405},"What is the difference between an MSA and a SaaS Terms of Service?","A Terms of Service (ToS) is a standard, non-negotiated click-through agreement published on a website and accepted by the customer without review. A Master Subscription Agreement is a negotiated, bilaterally executed contract typically used for mid-market and enterprise customers who require custom terms, higher liability caps, specific SLA commitments, or data processing addendums. A ToS is appropriate for self-serve plans; an MSA is appropriate for any deal where the customer has legal or procurement review.\n",{"question":407,"answer":408},"What should a Master Subscription Agreement include?","At minimum: a license grant with use restrictions, fees and payment terms, service level commitments and credit remedies, data ownership and security obligations, mutual confidentiality, IP ownership and indemnification, limitation of liability, warranties and disclaimers, term, auto-renewal mechanics, and termination conditions. For deals involving personal data, a Data Processing Agreement should be attached as a separate addendum.\n",{"question":410,"answer":411},"Is a Master Subscription Agreement legally binding?","A Master Subscription Agreement is generally enforceable when properly executed — meaning signed by authorized representatives of both parties, supported by valid consideration (the subscription fees), and compliant with applicable local law. Courts typically uphold MSA terms including liability caps and auto-renewal clauses when both parties are commercial entities and the terms are not unconscionable. Consider consulting a lawyer for cross-border agreements or deals involving regulated industries.\n",{"question":413,"answer":414},"Does a Master Subscription Agreement need to be re-signed for each renewal?","No — that is the primary advantage of an MSA structure. The master agreement governs all transactions for its duration. Each renewal or new product purchase is captured in a new Order Form, which both parties execute to set pricing, seat counts, and term. The core legal terms remain constant unless both parties agree in writing to amend the MSA itself.\n",{"question":416,"answer":417},"How does an MSA differ from a Master Services Agreement?","A Master Services Agreement (MSA in some contexts) governs the delivery of professional or consulting services — project-based work billed by time and materials or fixed fee. A Master Subscription Agreement governs ongoing access to a software platform or subscription service billed periodically. The two documents have different concerns: a services agreement focuses on deliverables, milestones, and IP in work product; a subscription agreement focuses on access rights, uptime, data, and renewal mechanics. Many SaaS companies use both — the MSA for platform access and a services agreement for implementation or customization work.\n",{"question":419,"answer":420},"What is an Order Form under an MSA?","An Order Form is a short document — typically one to three pages — that is executed under the MSA and specifies the commercial details of a particular transaction: the products or service tiers subscribed to, the number of authorized users or seats, the fees, the billing cycle, and the subscription start and end dates. The Order Form is incorporated into the MSA by reference and takes precedence over the MSA on any commercial term it addresses.\n",{"question":422,"answer":423},"Do I need a lawyer to draft a Master Subscription Agreement?","For straightforward domestic SaaS businesses with deals below $50K ARR, a high-quality template reviewed by in-house counsel is usually sufficient. Engage an attorney when negotiating enterprise deals above $100K ARR, when customers demand significant liability cap increases, when the service involves sensitive personal data subject to GDPR or HIPAA, or when the counterparty is in a jurisdiction with materially different contract enforcement norms. A focused attorney review of a template typically costs $500–$1,500 and is worthwhile for any deal that is commercially material to the business.\n",{"question":425,"answer":426},"How should auto-renewal be handled in a Master Subscription Agreement?","Set a clear initial term (12 or 24 months is standard), specify that the agreement renews automatically for successive equal periods unless a party provides written notice of non-renewal at least 60 to 90 days before the end of the current term, and require any fee increase at renewal to be communicated at least 90 days in advance. Mirror these terms in both the MSA and the Order Form, and build an automated reminder into your billing system to notify the customer's billing contact 120 days before renewal.\n",[428,432,436,440],{"industry":429,"icon_asset_id":430,"specifics":431},"SaaS / Technology","industry-saas","Uptime SLAs, API rate limits, multi-tenant data isolation, SOC 2 Type II attestation references, and usage-based pricing mechanics alongside seat-based subscriptions.",{"industry":433,"icon_asset_id":434,"specifics":435},"Healthcare / HealthTech","industry-healthtech","HIPAA Business Associate Agreement required as a mandatory addendum, PHI handling standards, breach notification timelines, and restrictions on de-identification or secondary use of health data.",{"industry":437,"icon_asset_id":438,"specifics":439},"Financial Services / FinTech","industry-fintech","SOC 2 and ISO 27001 security schedule, regulatory audit-access clauses, data residency requirements, enhanced liability caps for financial data breaches, and PCI DSS compliance references.",{"industry":441,"icon_asset_id":442,"specifics":443},"Professional Services","industry-professional-services","Retainer-based subscription structures, client confidentiality obligations layered over the standard confidentiality clause, and IP ownership of methodology or framework tools licensed as part of the service.",[445,448,451,454],{"vs":235,"vs_template_id":446,"summary":447},"master-service-agreement-D13895","A Master Services Agreement governs project-based professional or consulting engagements — deliverables, milestones, time-and-materials billing, and IP in work product. A Master Subscription Agreement governs ongoing platform or software access — access rights, uptime, data, and recurring billing. SaaS companies often need both: the MSA for platform access and a services agreement for implementation or customization work alongside the subscription.",{"vs":85,"vs_template_id":449,"summary":450},"software-license-agreement-D13977","A Software License Agreement is typically a one-time or perpetual grant of rights to use a specific software version — no ongoing service obligation, no uptime commitment, and no subscription renewal mechanic. A Master Subscription Agreement governs time-limited, recurring access to a hosted or cloud-based service with ongoing provider obligations. Use a license agreement for on-premise software; use an MSA for SaaS or cloud-hosted platforms.",{"vs":225,"vs_template_id":452,"summary":453},"D{SAAS_TOS_ID}","A SaaS Terms of Service is a standard, unilateral, click-through agreement suitable for self-serve customers on published pricing tiers. A Master Subscription Agreement is a bilaterally negotiated, signed contract used for mid-market and enterprise customers who require custom liability caps, specific SLA commitments, data processing addendums, or procurement review. The Terms of Service scales to thousands of customers; the MSA governs a defined set of commercially significant relationships.",{"vs":455,"vs_template_id":456,"summary":457},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","A Non-Disclosure Agreement covers only the obligation to protect confidential information shared between two parties — it creates no license, no payment obligation, and no service commitment. An MSA contains a mutual confidentiality clause but also governs licensing, fees, data, SLAs, IP, and termination. An NDA is appropriate before contract negotiations begin; the MSA replaces it as the governing document once the commercial relationship is established.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Early-stage SaaS companies with deals under $50K ARR and standard domestic customers","Free","1–2 hours",{"best_for":464,"cost":465,"time":466},"Mid-market deals above $50K ARR, customers in regulated industries, or cross-border agreements","$500–$1,500","3–5 business days",{"best_for":468,"cost":469,"time":470},"Enterprise deals above $250K ARR, HIPAA or GDPR-regulated data processing, or complex multi-jurisdiction deployments","$2,000–$8,000+","2–6 weeks",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","Contract enforceability is governed by state law — Delaware, New York, and California are common choices for governing law in B2B SaaS contracts. California's CCPA imposes data processing obligations that should be captured in a separate DPA addendum. The FTC's Restore Online Shoppers' Confidence Act (ROSCA) places restrictions on auto-renewal disclosures for consumer-facing subscriptions; B2B contracts are generally outside ROSCA's scope but state auto-renewal statutes (California, New York) may apply depending on customer type.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","PIPEDA (federal) and provincial privacy laws — including Quebec's Law 25 (Bill 64), which took full effect in September 2023 — impose obligations on providers processing personal data of Canadian residents. Quebec's Law 25 requires privacy impact assessments for data transferred outside Quebec and mandates explicit data governance documentation. French-language requirements apply to contracts with Quebec-based businesses under provincial language laws. Auto-renewal terms should reference provincial consumer protection statutes where applicable.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","Post-Brexit, the UK operates its own data protection regime under the UK GDPR and the Data Protection Act 2018 — a UK DPA addendum is required for any processing of UK personal data. The Unfair Contract Terms Act 1977 and Consumer Rights Act 2015 subject limitation-of-liability clauses to a reasonableness test; B2B contracts receive more latitude than consumer contracts but broadly unreasonable caps may still be struck down. The Limitation Act 1980 sets a six-year limitation period for contract claims.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","GDPR requires a Data Processing Agreement whenever the provider processes personal data on behalf of an EU-based customer — this must be a separately executed addendum specifying the categories of data, processing purposes, sub-processor obligations, and data subject rights. Standard Contractual Clauses (SCCs) are required for data transfers outside the EEA. The EU AI Act, phasing in from 2025, may impose additional obligations on providers whose services incorporate AI or automated decision-making features.",[236,232,456,243,493,494,495,496,497,498,499,500],"service-level-agreement-D778","independent-contractor-agreement-D160","terms-and-conditions-D12667","data-privacy-policy-D13465","cease-and-desist-letter-D12916","letter-of-intent_acquisition-of-business-D5197","joint-venture-agreement-D889","statement-of-work-D12981",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":94,"secondary_folder":503,"document_type":504,"industry":505,"business_stage":506,"tags":507,"confidence":513},"services-and-consulting","agreement","software-and-technology","all-stages",[508,509,510,511,512],"saas","contract","master-subscription-agreement","licensing","service-terms",0.92,"\u003Ch2>What is a Master Subscription Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Master Subscription Agreement (MSA)\u003C/strong> is a comprehensive, legally binding contract between a software or service provider and a customer that establishes the overarching legal terms governing all subscription-based transactions between them. Rather than drafting a new contract for every purchase, renewal, or add-on, both parties agree once to the core terms — licensing rights, payment obligations, data ownership, service levels, confidentiality, intellectual property, and termination — and then execute lightweight Order Forms to record the commercial specifics of each individual deal. The MSA functions as the legal backbone of the entire commercial relationship, ensuring that every transaction is covered by consistent, enforceable terms without requiring re-negotiation from scratch.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a subscription business without a properly executed MSA exposes you to a cascade of avoidable risks. Without a liability cap, a single outage or data incident could expose the provider to claims equal to the full contract value — or beyond. Without explicit data-return obligations, a customer who exits mid-dispute holds leverage you cannot counter. Without a defined auto-renewal window, customers miss cancellation deadlines and then dispute the charge, triggering refund demands and churn that damages both the relationship and your revenue predictability. On the customer side, accepting a vendor's standard click-through terms without a negotiated MSA means accepting that vendor's liability floor, their SLA exclusions, and their unilateral right to change pricing on short notice. This template gives both providers and customers a structured, balanced starting point that closes those gaps — covering every material dimension of a subscription relationship in a single document that is ready to execute before access is granted.\u003C/p>\n",1781185999955]