# SaaS Agreement

## Context
- Party position: pro_company
- Deal context: Enterprise SaaS for financial analytics. Customer is a mid-size bank.
- Company: FinAnalytics Inc | Counterparty: MidSize Bank

## Clauses

### Scope Of Services
[Scope Of Services]. [Placeholder clause for saas_agreement.]

### Subscription Term
[Subscription Term]. [Placeholder clause for saas_agreement.]

### Fees And Payment
[FEES AND PAYMENT]. Payment terms shall be as specified in the applicable Order Form. All fees are due within thirty (30) days of invoice date. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. FinAnalytics Inc reserves the right to suspend access for unpaid invoices after sixty (60) days.

### Data Protection
DATA PROTECTION. Each party shall process personal data in accordance with applicable data protection laws. The parties shall act as independent controllers. FinAnalytics Inc maintains SOC 2 Type II compliance and shall implement appropriate technical and organizational measures. A separate DPA may be executed upon request.

### Limitation Of Liability
LIMITATION OF LIABILITY. Except for breaches of confidentiality, IP infringement, or gross negligence, each party's aggregate liability arising out of this agreement shall not exceed aggregate fees paid in the preceding 12 months. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

### Indemnification
INDEMNIFICATION. FinAnalytics Inc shall indemnify MidSize Bank against third-party claims arising from IP infringement and breach of confidentiality. MidSize Bank shall indemnify FinAnalytics Inc against claims arising from MidSize Bank's breach of this agreement.

### Intellectual Property
INTELLECTUAL PROPERTY. Each party retains its pre-existing IP. All custom deliverables shall be owned as specified in the applicable SOW. FinAnalytics Inc grants MidSize Bank a limited, non-exclusive, non-transferable license to use the SaaS platform during the subscription term.

### Termination
TERMINATION. Either party may terminate this agreement for convenience with 60 days notice. Upon termination, all fees owed survive and data shall be returned within 30 days. FinAnalytics Inc may terminate immediately for cause including material breach or non-payment.

### Service Level Agreement
[Service Level Agreement]. [Placeholder clause for saas_agreement.]

### Confidentiality
CONFIDENTIALITY. Each party agrees to hold all Confidential Information in strict confidence and not disclose it to any third parties except as required by law.

### Governing Law
GOVERNING LAW. This agreement shall be governed by the laws of Delaware, without regard to conflict of laws principles.

### Assignment
[Assignment]. [Placeholder clause for saas_agreement.]

## Risk Flags
- **HIGH** [data_protection]: No Data Processing Agreement attached or referenced.
- **HIGH** [intellectual_property]: Company receives overly broad license to customer data.
- **MEDIUM** [intellectual_property]: Custom deliverables ownership is unclear.

## Verifier Notes
- WARNING: scope_of_services contains placeholder text.
- WARNING: subscription_term contains placeholder text.
- WARNING: service_level_agreement contains placeholder text.
- WARNING: assignment contains placeholder text.
- PASS: Limitation and indemnification both present.