The New Fangled SaaS Contract Template (Updated)
Remember back in the day when blogs were called forums or bulletin boards? Sure, they're different, but in many ways, are the same.
The same goes for the old timey web hosting or ASP agreements. The cool name now for those types of agreements is "SaaS" or "Software as a Service." But just like blogs compared to forums and bulletin boards, SaaS agreements are a little different. I've drafted a Master SaaS Agreement (yep, click back there) that is meant to keep up with the times and the new fangled terminology. Feel free to use, and, more importantly, give me some feedback on how I can make the attached SaaS Contract Template, better, faster, and so on.
UPDATE: I'd like to thank my friends, Jacob Ingvalson and Judith Hoglund, in Aflac's Vendor Management Office (my alma mater) for working with me to create a second version of the Master SaaS Agreement that is better and stronger than the prior version. The newer version is what is linked to in this blog entry (above). For those of you that downloaded the prior version, Jacob and Judy beefed up the user rights section, broadened the escrow agreement section (yes, there's escrow even in a SaaS agreement), and added a note for an optional HIPAA Business Associate Agreement / PHI.
The same goes for the old timey web hosting or ASP agreements. The cool name now for those types of agreements is "SaaS" or "Software as a Service." But just like blogs compared to forums and bulletin boards, SaaS agreements are a little different. I've drafted a Master SaaS Agreement (yep, click back there) that is meant to keep up with the times and the new fangled terminology. Feel free to use, and, more importantly, give me some feedback on how I can make the attached SaaS Contract Template, better, faster, and so on.
UPDATE: I'd like to thank my friends, Jacob Ingvalson and Judith Hoglund, in Aflac's Vendor Management Office (my alma mater) for working with me to create a second version of the Master SaaS Agreement that is better and stronger than the prior version. The newer version is what is linked to in this blog entry (above). For those of you that downloaded the prior version, Jacob and Judy beefed up the user rights section, broadened the escrow agreement section (yes, there's escrow even in a SaaS agreement), and added a note for an optional HIPAA Business Associate Agreement / PHI.
Thank you and awesome! Wish ICN and the Caucus would provide more useful free agreements for members such as this.
Thanks again,
Danna
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Hi Danna,
Thx for the compliment and for checking out my blog! Keep checking back for more good (and free) stuff.
Stephen
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Stephen - thanks for the template. I'm a regular reader of your blog and I appreciate your willingness to share the information. I would like to contact you with a couple of questions and a comment (not for publication) regarding teh SaaS templat. Can you contact me via email? Presumably you'll be able to find my email address via your blog comment form.
Thx, Pat
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Pat,
Sent you a PM.
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Steve, any thoughts in adding supplier diversity language into a SAAS arrangement? Off course I could add but just curious since to receive gov't subsidies some companies have to provide and certify inclusion in bid and after the contract is executed language that complies in this area..
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Hi Charlie,
Do you have some language you could send me? I don't have any diversity requirements so I'm not up on the language.
Regards,
Stephen
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Thanks for the template
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SaaS document does not download
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the link to the SaaS template doesn't go to the template. Would you be open to sending it via email or sending a new link?
Thanks a bunch!
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It's working. Check out p. 102 of the document after you download it from the site (http://www.lulu.com/content/4435617).
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what difference would you look for between and asp and a SaaS agreement. we already have a master ASP. Should something be added/change for Saas?
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Thanks Stephen! The SaaS MSA looks comprehensive and solid.
A quick follow-up question for you. How would you manage risk when dealing with a start-up SaaS firm? What if their service is important and you cannot afford risk of that firm going out of business whereby discontinuing the SaaS service?
Accordingly, any thoughts on a backstop provision that insulates your should the SaaS vendor ceases as a going concern (e.g., bankruptcy). In their MSA would be a provision for an independent IT consulting firm to execute transition of their SaaS solution to under your control. That is migrate their deployment to a new host that you control. As the SaaS solution is multi-tenant, each customer like you would get their own instance/source code to do as they wish. The designated IT consulting firm would do the work at some pre-arrange cost or rate card. You would pay the consulting firm directly.
Is this overkill as just right to transition off would be sufficient?
Look forward to your feedback!
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Not sure where Mr. Guth got off to. I a fellow instructor of his at the University of Maryland as well as a contracts manager dealing with such agreements. From what I've seen, there's no "silver bullet" per se for vendor failure risk. From a buyer's perspective, we sure need to get creative and find one!
In some cases, I've seen legal counsel (I am a lawyer but do not function as one) try to insert source code escrows with an expansion to include hardware instructions, etc. That of course is probably of limited usefulness. After all we outsourced the solution to enable us to NOT have that type of expertise on the payroll anymore, right?
Unless the Bankruptcy Code got revised without their telling me, your options with an independent IT consulting firm are pretty limited, depending on the type of bankruptcy.
If the company is in Chapter 11, it's in theory still a going concern that is - in theory - still providing the services. The biggest threat of course is a Chapter 7 dissolution bankruptcy. In that case, though, you have to work through the bankruptcy trustee to obtain access to systems, hardware, etc. Your IT consultant would have to be allowed in, a dubious proposition subject to the approval of the trustee and possibly the Bankruptcy Court.
In my opinion, the only truly effective backup plan is due diligence up front, and constant vendor monitoring during the contract. That of course implies (a) you have negotiated the right to terminate for convenience, and (b) you contractually require the vendor to provide audit access and financial reports. Thus, if alarm bells are triggered by financial problems, you can take steps to find out what's wrong and possibly transition to a new vendor.
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Thank you so much for that. Startup owner here. Everything I need to sign my first contract is here.
Have a great day
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Thanks!
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Hi
The download link to hulu doesnt work anymore.. Is there a way to obtain the agreement somewhere else?
/Jesper
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Thx for letting me know. It should be working now. Let me know if it doesn't work for you.
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The lulu link appears to lead to content that is no longer available. Would you consider emailing me the document?
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Should be working now. Thx!
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The link seems to be inactive now. I'd love to look at this template as I'm a newly-minted attorney working on an SaaS agreement and would like something to work from. Thanks in advance!
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Thx for letting me know. It should be working now.
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Hi there - just wondering if this contract template is still available. The link to the Lulu site doesn't work. I'd love to see a copy of the agreement if possible.
Many Thanks!
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Hi Marta,
Go to this link and there are instructions to download the Word file. The Word file contains a SaaS agreement as well as a bunch of other procurement contract templates. I'll also send it to you via email.
Stephen
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