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MUTUAL NON-DISCLOSURE AGREEMENT
 
This Mutual NDA (“Agreement”) is between [COMPANY LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] at [ADDRESS] (“Company”) and [COUNTERPARTY LEGAL NAME] at [ADDRESS] (“Counterparty”), effective [DATE].
 
1.  **Confidential Information.** Non-public information disclosed by a party and marked confidential or that should reasonably be understood as confidential.
2.  **Use & Care.** Receiving party will use Confidential Information only to evaluate a business relationship and protect it using reasonable measures.
3.  **Exclusions.** Information that is public, already known, independently developed, or rightfully received without duty of confidentiality.
4.  **Compelled Disclosure.** May disclose if legally required, with prompt notice and cooperation.
5.  **Term.** 2 years from Effective Date; confidentiality obligations survive 3 years (trade secrets survive as long as protected).
6.  **No License.** No IP rights granted.
7.  **No Obligations.** No duty to proceed with any transaction.
8.  **Miscellaneous.** Governing law: [STATE]. Entire agreement; counterparts; electronic signatures.
 
Signed by duly authorized representatives:
 
[COMPANY NAME]                       [COUNTERPARTY NAME]
By: ___________________               By: ___________________
Name/Title: __________________        Name/Title: __________________
Date: __________________________      Date: ________________________

MASTER SUBSCRIPTION AGREEMENT (MSA)
 
Between [COMPANY LEGAL NAME] (“Company”) and [CUSTOMER LEGAL NAME] (“Customer”). Effective [DATE].
 
1.  **Services.** Company provides the hosted software described in the Order Form (“Services”).
2.  **Access.** Non-exclusive, non-transferable right to use Services during the Term, subject to this MSA and the Order Form.
3.  **Customer Data.** Customer retains all rights. Company uses Customer Data only to provide and improve the Services and as permitted by the DPA.
4.  **Support & SLA.** Company will provide support and uptime commitments per the SLA attached or linked in the Order Form.
5.  **Security & Privacy.** Company maintains administrative, physical, and technical safeguards as set out in the Security Exhibit and DPA.
6.  **Fees & Payment.** Fees per the Order Form. Invoices due Net [30] days. Late fees at [1.5%/mo] or max allowed. Taxes excluded.
7.  **IP & Feedback.** Company owns the Services and all related IP. Feedback may be used by Company without obligation.
8.  **Restrictions.** No reverse engineering, no circumventing usage limits, no unlawful or high-risk use.
9.  **Confidentiality.** Mutual; survival [3] years.
10. **Warranties.** Services will perform materially per documentation. No malware; comply with law. Disclaimer: “as is” for betas, evaluations, or free tiers.
11. **Indemnities.** Company indemnifies for third-party IP claims alleging the Services infringe; Customer indemnifies for data/content and illegal use.
12. **Liability.** As stated in the Clause Library (base cap + exclusions; optional super-cap carveouts).
13. **Term & Termination.** Term per Order Form; renewals per Order Form. Either party may terminate for material breach after [30] days’ cure. On termination, Customer may export data; Company will delete per DPA.
14. **Publicity.** [Opt-in/out language].
15. **Governing Law & Venue.** [STATE/COUNTRY]; venue [CITY, STATE].
16. **Order of Precedence.** Order Form > this MSA > SLA > DPA > Security Exhibit > Documentation.
 
Signed by authorized representatives.

ORDER FORM # [NUMBER]
 
Customer: [LEGAL NAME]       Company: [YOUR LEGAL NAME]
Effective Date: [DATE]       Term Start: [DATE]     Initial Term: [12] months
 
Services: [Plan / Modules / Seats / Environments]
Fees: [USD $X per month/year]; Billing: [annual upfront / monthly]; Overages: [describe]
SLA Tier: [Standard / Enhanced]
DPA & Security Exhibit: [linked URLs + version]
Professional Services (if any): [scope summary] at [rate]
Special Terms: [discounts, ramp, EAP, custom obligations]
Renewal: Auto-renews for [12]-month periods unless notice [30] days prior.
Purchase Order: [required? Y/N]   Invoicing: [email/AP portal]
 
Order of Precedence: This Order Form controls over the MSA in case of conflict.
Signatures: [blocks]

SERVICE LEVEL AGREEMENT
 
Uptime: 99.9% monthly, excluding planned maintenance (≤4 hours/mo with 48 hours’ notice) and force majeure.
 
Credits:
- 99.0–99.9% → 5% of monthly fee
- 98.0–99.0% → 10%
- <98.0% → 25%
Apply as credits on next invoice upon claim within 30 days. Credits are sole remedy for SLA failures.
 
Support:
- Priority 1 response within 1 business hour; workaround or mitigation updates every 4 hours.
- Support hours: [timezone, hours]. Channels: [email/portal].

DATA PROCESSING ADDENDUM
 
Parties: Company (Processor) and Customer (Controller).
 
1.  **Subject Matter & Duration:** Processing Customer Personal Data to provide the Services for the Term.
2.  **Nature & Purpose:** Hosting, storage, transmission, analysis as needed to deliver features.
3.  **Categories:** [employees, customers, end-users]; Data Types: [contact info, usage logs, identifiers]; Sensitive Data: [if any].
4.  **Instructions:** Processor acts only on documented instructions from Controller.
5.  **Security Measures:** As listed in Security Exhibit (annexed).
6.  **Subprocessors:** Listed at [URL]; Processor remains liable; provide notice of changes; Customer may object on reasonable grounds.
7.  **International Transfers:** Use appropriate safeguards (e.g., SCCs) where required.
8.  **Assistance:** Data subject requests, DPIAs, breach notifications without undue delay.
9.  **Return/Deletion:** On termination, return data in [format] and delete within [X] days, unless law requires retention.
10. **Audit:** Provide SOC 2/ISO report or equivalent; on-site audits with reasonable notice and limits.
 
Standard Contractual Clauses (if applicable) annexed.

SECURITY EXHIBIT
 
-   **Governance:** Security owner, annual risk assessment, policies (access control, incident response, vendor management).
-   **Access:** SSO/MFA; least privilege; quarterly reviews; secure key management.
-   **Data:** Encryption in transit (TLS 1.2+) and at rest; backups; retention schedule.
-   **Development:** Secure SDLC, code review, dependency scanning, vulnerability management (patch P1 ≤ 7 days).
-   **Infrastructure:** Network segmentation; logging & monitoring; endpoint protection; change management.
-   **Incidents:** 24/7 monitoring; notify Customer w/in 72 hours; provide incident report and remediation plan.
-   **Compliance:** SOC 2 Type II or ISO 27001 (if applicable) or roadmap dates.

STATEMENT OF WORK # [NUMBER]
 
Project: [Name]
Scope: [deliverables, exclusions]
Milestones & Schedule: [dates]
Customer Responsibilities: [access, data, approvals]
Fees: [fixed fee / T&M rates], Expenses: [cap, pre-approval threshold]
Acceptance: [criteria, review period]
Change Control: Written change orders signed by both parties.
Dependencies & Assumptions: [list]
Contacts & Governance: [weekly standup, demo cadence]

CHANGE ORDER # [x] to SOW # [y]
 
Change: [describe]
Impact: [timeline, fees, scope]
 
All other SOW terms unchanged. Signatures: [blocks]

VENDOR MASTER SERVICES AGREEMENT
 
1.  **Services & Deliverables** as per SOW/PO. Vendor warrants professional, workmanlike performance meeting specs.
2.  **Fees & Expenses.** All-in unless pre-approved in writing. Net [30/45].
3.  **Compliance.** Vendor complies with laws, anti-bribery, export, and your Code of Conduct.
4.  **IP.** You own all Deliverables paid for; Vendor retains Background IP with license to you to use the Deliverables.
5.  **Confidentiality.** Mutual.
6.  **Security & Privacy.** If Vendor processes your or your users’ personal data, DPA + Security Exhibit apply; breach notice ≤72 hours.
7.  **Audit & Reports.** Provide SOC 2/ISO (or questionnaire). Limited right to audit with notice; scope & frequency reasonable.
8.  **Indemnity.** Vendor indemnifies for IP infringement, bodily injury, property damage, and Vendor’s breach of law.
9.  **Insurance.** CGL $1M per occurrence; Tech E&O/Cyber $2M aggregate; provide certificates; name you as additional insured where customary.
10. **Liability.** Caps may not apply to Vendor’s IP indemnity, confidentiality breach, or data-security breach (negotiate).
11. **Subcontractors.** Pre-approval for material parts; Vendor remains liable.
12. **Term & Termination.** You may terminate for convenience on [30] days’ notice; pay for work performed. Termination for breach with [30] days’ cure.
13. **Publicity.** Vendor needs your written consent to use your name/logo.
14. **Governing Law & Venue.** [Your preferred forum].

TERMS OF SERVICE
 
Acceptance. By creating an account or clicking “Agree,” you accept these Terms and the Privacy Policy.
 
Account & Use. You must be 18+. Keep credentials secure. No unlawful or prohibited use.
 
Subscriptions & Billing. Plans, limits, and pricing posted at signup; recurring billing; cancellation at period end.
 
Content & IP. You own your content. We own the Service. License granted to operate the Service.
 
Prohibited Uses. [examples]. We may suspend for abuse, security risk, or non-payment.
 
Warranties & Disclaimers. Service provided “as is” (except paid tiers may include the SLA).
 
Liability. As per Limitation of Liability clause.
 
Data & Privacy. See DPA (if applicable) and Privacy Policy.
 
Changes. We may update Terms with notice; material adverse changes take effect next billing cycle.
 
Governing Law; Disputes. [forum]. Contact support first; arbitration optional.
 
Contact. [legal@yourcompany].