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This Software As A Service Agreement Pro Customer is designed for use in the Indian jurisdiction when organizations need to procure cloud-based software services with strong customer protections. The agreement is particularly relevant in today's digital transformation landscape where businesses increasingly rely on cloud services while requiring robust legal protection. It incorporates essential elements required under Indian law, including compliance with the Information Technology Act, 2000, data protection regulations, and consumer protection laws. The document provides comprehensive coverage of service delivery, performance standards, data security, privacy requirements, and customer remedies, while maintaining alignment with Indian legal requirements and international best practices in SaaS contracting. It is structured to give customers favorable terms in areas such as service levels, data ownership, termination rights, and transition assistance.

1. Parties: Identification of the service provider and customer, including registered addresses and company details

2. Background: Context of the agreement, brief description of the services, and the parties' intentions

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Service Provision: Detailed description of the SaaS services, access rights, and service provider obligations

5. Service Levels: Specific performance standards, availability commitments, and response times

6. Customer Obligations: Customer responsibilities, acceptable use policies, and access management

7. Charges and Payment: Pricing, payment terms, invoicing, and related financial obligations

8. Data Protection and Security: Compliance with Indian data protection laws, security measures, and data handling procedures

9. Intellectual Property Rights: Ownership of IP, usage rights, and restrictions

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration, renewal terms, and termination rights

12. Customer Data and Migration: Ownership, protection, and return of customer data, including migration assistance

13. Warranties and Representations: Service provider guarantees and customer protections

14. Liability and Indemnification: Limitations of liability and indemnification obligations

15. Force Majeure: Provisions for unforeseen circumstances and service interruptions

16. Governing Law and Jurisdiction: Application of Indian law and jurisdiction for dispute resolution

17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement