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This Software As A Service Subscription Agreement is designed for use in the Canadian market where software providers deliver cloud-based solutions to business customers. The agreement is essential when establishing a recurring subscription relationship for software services, particularly where the service involves processing customer data, requires specific performance standards, or must comply with Canadian privacy and data protection laws. It addresses key aspects such as service delivery, data handling, security measures, and performance metrics while ensuring compliance with both federal legislation (such as PIPEDA) and provincial laws. The agreement is structured to protect both the service provider's intellectual property rights and the customer's business interests, making it suitable for both small-scale deployments and enterprise-level implementations across Canadian jurisdictions.

1. Parties: Identifies and provides full legal details of the contracting parties (SaaS provider and customer)

2. Background: Explains the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Service Description: Detailed description of the SaaS services being provided, including scope and functionality

5. Subscription Terms: Details about subscription duration, renewal, and termination conditions

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

7. Service Levels: Guaranteed service levels, availability metrics, and performance standards

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

9. Data Protection and Privacy: Compliance with PIPEDA and other privacy laws, data handling practices

10. Security Requirements: Security measures, protocols, and responsibilities of both parties

11. Intellectual Property Rights: Ownership of IP, licensing terms, and restrictions on use

12. Confidentiality: Protection of confidential information and trade secrets

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

14. Limitation of Liability: Caps on liability and exclusions of certain types of damages

15. Indemnification: Mutual indemnification obligations and procedures

16. Term and Termination: Agreement duration, renewal terms, termination rights and procedures

17. Post-Termination Obligations: Obligations surviving termination, data return/deletion procedures

18. General Provisions: Standard legal provisions including governing law, notices, assignment, and amendments