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Master Subscription Agreement

This Master Subscription Agreement (MSA) template is suitable for businesses providing recurring services or software subscriptions. It outlines the terms and conditions governing the relationship between the service provider and the subscriber.

Updated 15d ago
MSAsubscription agreementservice agreementSaaSrecurring servicesB2B contractlegal template

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement ("Agreement") is entered into as of {{effective_date}} ("Effective Date"), by and between {{provider_company_name}}, a company duly incorporated under the laws of {{provider_jurisdiction}}, with its principal place of business at {{provider_address}} ("Provider"), and {{subscriber_company_name}}, a company duly incorporated under the laws of {{subscriber_jurisdiction}}, with its principal place of business at {{subscriber_address}} ("Subscriber").

1. DEFINITIONS

"Services" means the subscription services provided by the Provider to the Subscriber as described in an Order Form.

"Order Form" means a document executed by both Parties referencing this Agreement and detailing the specific Services, subscription terms, fees, and other relevant details.

"User" means an individual authorized by Subscriber to use the Services, for whom a subscription has been purchased.

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. PROVISION OF SERVICES

2.1. Subject to the terms and conditions of this Agreement, Provider hereby grants Subscriber a non-exclusive, non-transferable, revocable right to access and use the Services specified in an Order Form during the Subscription Term.

2.2. Subscriber agrees that its use of the Services is subject to any applicable usage limits, policies, or other restrictions set forth in the Order Form or within the Services documentation.

2.3. Provider will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime or any unavailability caused by circumstances beyond Provider's reasonable control.

3. FEES AND PAYMENT

3.1. Subscriber shall pay Provider the fees specified in each Order Form ("Fees"). Fees are due and payable in {{currency}} within {{payment_due_days}} days from the invoice date, unless otherwise specified in an Order Form.

3.2. All Fees are exclusive of any sales, use, value-added, or other taxes, duties, or charges, which shall be the sole responsibility of the Subscriber, if applicable.

3.3. If Subscriber fails to pay any Fees by the due date, Provider reserves the right to charge interest on the overdue amount at a rate of {{interest_rate_percent}}% per month or the maximum rate permitted by law, whichever is lower. Provider may also suspend or terminate access to the Services until all overdue amounts are paid in full.

4. TERM AND TERMINATION

4.1. This Agreement commences on the Effective Date and shall remain in effect until all subscriptions granted under this Agreement have expired or have been terminated. The initial subscription term for any Services will be as specified in the applicable Order Form ("Subscription Term").

4.2. Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure such breach within {{cure_period_days}} days after written notice.

4.3. Upon termination of this Agreement for any reason, Subscriber's right to use the Services will immediately cease. Sections governing payment, confidentiality, limitation of liability, and governing law shall survive any termination or expiration of this Agreement.

5. CONFIDENTIALITY

5.1. Each Party agrees to protect the Confidential Information of the other Party with the same degree of care it uses to protect its own similar Confidential Information, but in no event less than reasonable care.

5.2. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.

6. LIMITATION OF LIABILITY

6.1. To the maximum extent permitted by applicable law, in no event shall either Party be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of or inability to use the Services.

6.2. The total aggregate liability of each Party for any and all claims arising out of or in connection with this Agreement shall not exceed the total amount of Fees paid by Subscriber to Provider in the {{previous_months}} months preceding the event giving rise to the claim.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}, without regard to its conflict of laws principles.

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of {{arbitration_institution}}.

7.3. The seat of arbitration shall be {{arbitration_city}}, {{arbitration_country}}, and the language of the arbitration shall be English.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

_____________________________

By: {{provider_signatory_name}}

Title: {{provider_signatory_title}}

For: {{provider_company_name}}

_____________________________

By: {{subscriber_signatory_name}}

Title: {{subscriber_signatory_title}}

For: {{subscriber_company_name}}

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