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The Master Software As A Service Agreement is a foundational document used when establishing a long-term software service delivery relationship between a provider and customer in Canada. This agreement is essential when a software provider offers cloud-based or remotely accessible software solutions on a subscription basis to Canadian businesses or organizations. It covers critical aspects such as service delivery standards, data protection compliance (particularly with PIPEDA and provincial privacy laws), security requirements, service level commitments, and support obligations. The document serves as the primary framework for the ongoing service relationship, often supplemented by specific schedules and exhibits that detail technical specifications, service levels, and pricing structures. It's particularly crucial for ensuring clear delineation of responsibilities, rights, and obligations while maintaining compliance with Canadian federal and provincial regulations governing software services, data protection, and electronic commerce.

1. Parties: Identification of the service provider and customer, including full legal names and addresses

2. Background: Context of the agreement, brief description of the services, and purpose of the contract

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Services: Detailed description of the SaaS services, access rights, and service delivery

5. Service Levels: Performance standards, availability commitments, and response times

6. Fees and Payment: Pricing, payment terms, invoicing, and late payment consequences

7. Term and Termination: Contract duration, renewal terms, and termination rights

8. Customer Obligations: Customer responsibilities, acceptable use policy, and compliance requirements

9. Data Protection and Privacy: Data handling, privacy compliance, and security measures

10. Intellectual Property Rights: Ownership of IP, license grants, and restrictions

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Disclaimers: Service warranties, disclaimers, and limitations

13. Limitation of Liability: Liability caps and exclusions

14. Indemnification: Mutual indemnification obligations

15. Force Majeure: Events beyond reasonable control and their consequences

16. General Provisions: Governing law, notices, assignment, and other boilerplate terms