# Master Services Agreement (SaaS)

> **⚠️ Legal template — review by a qualified attorney is required before use.** Generic, jurisdiction-neutral starting point from SentinelPanda. **Not legal advice.** Commercial terms, liability caps, and governing law must be set by counsel. Do not sign or send without review.

This Master Services Agreement ("Agreement") is between **[Provider — legal name, address]** ("Provider") and **[Customer — legal name, address]** ("Customer"), effective [Effective Date].

## 1. Services
Provider will provide the subscription services described in one or more **Order Forms** (each an "Order") that reference this Agreement. Each Order sets the services, fees, and term.

## 2. Access & use
Subject to this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the services during the term for its internal business purposes. Customer will not (a) resell or sublicense the services, (b) reverse engineer them, or (c) use them unlawfully.

## 3. Fees & payment
Customer pays the fees in each Order. Undisputed invoices are due within [30 days]. Late amounts may accrue interest at [rate] as permitted by law. Fees are exclusive of taxes.

## 4. Term & termination
This Agreement runs while any Order is active. Either party may terminate for material breach not cured within [30 days] of written notice. On termination, access ends and Customer may export its data for [30 days] (see DPA for deletion).

## 5. Confidentiality
Each party will protect the other's Confidential Information and use it only to perform under this Agreement (or per a separate NDA, which controls if more protective).

## 6. Data protection & security
Provider will maintain reasonable technical and organizational security measures. Where Provider processes personal data on Customer's behalf, the **Data Processing Agreement** applies and is incorporated by reference.

## 7. Warranties & disclaimer
Provider warrants the services will perform materially as documented. EXCEPT AS STATED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES TO THE EXTENT PERMITTED BY LAW.

## 8. Limitation of liability
EXCEPT FOR [carve-outs — e.g. confidentiality, indemnity, data-protection breaches], NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S TOTAL LIABILITY IS CAPPED AT [e.g. fees paid in the prior 12 months]. _[Counsel to finalize.]_

## 9. Indemnification
_[Define IP-infringement and other indemnities as appropriate.]_

## 10. General
Governing law: [jurisdiction]. This Agreement, its Orders, and the DPA are the entire agreement and supersede prior discussions. Amendments must be in writing. Neither party may assign without consent except in a merger or sale of substantially all assets.

**Provider:** ____________ Name/Title: ________ Date: ______
**Customer:** ____________ Name/Title: ________ Date: ______