US SaaS Agreement (B2B) template

Overview

A business-to-business SaaS agreement governs a vendor's provision of hosted software to a commercial customer in the United States. Unlike the EU or UK, there is no single federal statute dedicated to software-as-a-service contracts. The governing frameworks are instead a patchwork: general contract law (which is state law, not federal — each state has its own common law of contracts, though most have adopted some version of the Uniform Commercial Code for goods, which courts apply only by analogy to software since software licenses are typically treated as services or intangible property, not "goods"); the Uniform Computer Information Transactions Act (UCITA), adopted only in Virginia and Maryland, which does directly address software licensing where it applies; the FTC Act Section 5 prohibition on unfair or deceptive practices, relevant to auto-renewal and cancellation terms; and state-specific auto-renewal statutes (California's Automatic Renewal Law, and similar statutes in other states) that impose disclosure and cancellation-mechanics requirements even in a B2B context in several states. Because contract law is state law, this agreement should always specify a governing state and venue. Parties commonly choose Delaware or New York law for their well-developed commercial case law, or the vendor's own state of incorporation. When to use it: whenever a SaaS vendor licenses access to its platform to a business customer under a subscription model, whether sold directly or through a reseller. It typically sits alongside a separate Data Processing Addendum if personal data is processed, and an SLA exhibit if uptime commitments are made. Parties: the vendor (or "Provider") who owns or operates the SaaS platform, and the customer (or "Subscriber"), a business entity. Key clauses: grant of a limited, non-exclusive, non-transferable right to access and use the service; subscription term and auto-renewal, with cancellation notice periods that should track any applicable state auto-renewal statute; fees and payment terms, including late-payment interest (subject to state usury caps in some states); service availability and support, often cross-referenced to a separate SLA; data ownership (customer retains ownership of its data, vendor obtains only a limited processing license); confidentiality; intellectual property ownership of the underlying platform; warranty disclaimers (typically "AS IS" language in capital letters, a US drafting convention tied to conspicuousness requirements under state consumer and commercial law); limitation of liability with a liability cap, usually tied to fees paid in a trailing period, and exclusion of consequential damages; indemnification (mutual — IP infringement by vendor, misuse or unlawful data by customer); termination for cause and for convenience; and a governing-law/venue clause naming the chosen state. Pitfalls to avoid: omitting a state auto-renewal disclosure where the customer's or vendor's state requires one (California, and a growing list of others, apply their auto-renewal statutes broadly); relying on a liability cap that is not conspicuous enough to be enforceable under the chosen state's law; and failing to address export control and sanctions compliance (EAR/OFAC) where the SaaS platform or its customers operate internationally, an issue that has no equivalent under EU or UK SaaS agreements in the same form.

Information to customize

• Provider's legal name

• Provider's principal place of business

• Customer's legal name

• Customer's principal place of business

• Description of the SaaS platform/service

• Initial subscription term

• Notice period to cancel auto-renewal (days)

• Subscription fees and payment schedule

• Liability cap (e.g. fees paid in prior 12 months)

• Governing state law

• Venue for disputes (county/state)

• Date of signature

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Frequently asked questions

Is there a federal law that governs SaaS contracts in the US?

No. Contract law in the United States is primarily state law. A small number of states (Virginia and Maryland) have adopted the Uniform Computer Information Transactions Act, which directly addresses software licensing, but most states rely on general common-law contract principles plus sector-specific statutes like auto-renewal laws and the FTC Act.

Do we need to worry about auto-renewal disclosure rules even in a B2B deal?

Possibly. Several states, led by California's Automatic Renewal Law, apply auto-renewal disclosure and easy-cancellation requirements broadly, and some extend to business customers depending on the state and contract value. Check the applicable state's statute before relying on silent auto-renewal.

Which state's law should we choose to govern the agreement?

Common choices are Delaware or New York for their well-developed commercial case law, or the vendor's state of incorporation. There is no default; the agreement should name a specific state explicitly.

Do we need a separate Data Processing Addendum?

If the SaaS platform processes personal information on the customer's behalf, yes — particularly where either party has exposure to CCPA/CPRA (California), other state privacy laws, or GDPR (if EU customers or data are involved).

Is a liability cap enforceable under US law?

Generally yes, if reasonably drafted and conspicuous (typically set out in capital letters), though a small number of states restrict caps for gross negligence, willful misconduct, or certain statutory claims. The chosen governing state's law controls the exact limits.

What about export controls if our customers are outside the US?

SaaS providers with international customers or data flows should confirm compliance with US export control regulations (EAR) and OFAC sanctions lists, an obligation with no equivalent in EU or UK SaaS agreements.

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