SAMPLE DOCUMENT — FOR TESTING / TEMPLATE PURPOSES ONLY
SOFTWARE LICENSE AND SUBSCRIPTION SERVICES AGREEMENT
Order Form Reference: NSS-2026-00142
This Software License and Subscription Services Agreement (“Agreement”) is entered into as of September 1, 2026 (“Effective Date”) by and between:
Nimbus Software Solutions, Inc., a Delaware corporation with its principal place of business at 400 Market Street, Suite 900, San Francisco, CA 94105 (“Provider”); and
Client Co., Inc., a company organized under the laws of the State of New York with its principal place of business at 88 Lexington Avenue, New York, NY 10016 (“Customer”).
Provider and Customer are each a “Party” and collectively the “Parties.” This Agreement governs Customer’s access to and use of Provider’s cloud-based software platform, “Nimbus Workflow,” together with any related support and professional services (collectively, the “Services”), as further described in one or more Order Forms executed under this Agreement.
1. Definitions
1.1 “Authorized Users” means Customer’s employees and independent contractors who are authorized by Customer to access and use the Services under the rights granted to Customer in this Agreement, subject to the user limits set out in the applicable Order Form.
1.2 “Customer Data” means all electronic data, text, files, or other content submitted to the Services by or on behalf of Customer or its Authorized Users.
1.3 “Documentation” means Provider’s user guides and technical documentation describing the functionality of the Services, as updated from time to time.
1.4 “Order Form” means an ordering document specifying the Services to be provided, executed by both Parties, that references and is governed by this Agreement.
1.5 “Subscription Term” means the period of Customer’s subscription to the Services set forth in the applicable Order Form, together with any renewal terms.
2. License Grant and Restrictions
2.1 Grant of Rights. Subject to the terms of this Agreement and the applicable Order Form, Provider grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services and Documentation during the Subscription Term, solely for Customer’s internal business operations.
2.2 Restrictions. Customer shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services except to the extent such restriction is prohibited by applicable law; (c) sell, resell, lease, or sublicense the Services to any third party; (d) use the Services to build a competing product; or (e) remove or obscure any proprietary notices.
2.3 Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. No rights are granted other than as expressly set forth herein.
3. Fees and Payment
3.1 Fees. Customer shall pay the fees set forth in the applicable Order Form (“Fees”). Unless otherwise specified, Fees are quoted and payable in U.S. dollars.
3.2 Invoicing. Provider shall invoice Customer annually in advance unless a different billing frequency is specified in the Order Form. Payment is due within thirty (30) days of the invoice date.
3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Provider may suspend access to the Services for accounts more than fifteen (15) days past due, upon prior written notice.
3.4 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for, excluding taxes based on Provider’s net income.
4. Term, Renewal, and Termination
4.1 Term. This Agreement commences on the Effective Date and continues until all Order Forms hereunder have expired or been terminated.
4.2 Auto-Renewal. Each Subscription Term shall automatically renew for successive periods equal to the expiring term, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term.
4.3 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breachescommits a material breach of this Agreement and fails to cure such breach within thirtyfifteen (3015) days of written notice.
4.4 Effect of Termination. Upon expiration or termination, Customer’s right to access the Services immediately ceases. Provider shall make Customer Data available for export for thirty (30) days following termination, after which Provider may delete such data in accordance with its data retention policies.
5. Service Level Agreement
5.1 Uptime Commitment. Provider shall use commercially reasonable efforts to maintain 99.9% monthly uptime for the Services, excluding scheduled maintenance and events of Force Majeure, as detailed in Exhibit B (Service Level Agreement).
5.2 Service Credits. If Provider fails to meet the uptime commitment in a given calendar month, Customer’s sole and exclusive remedy is the service credit set forth in Exhibit B.
5.3 Support. Provider shall provide technical support in accordance with the support tier purchased under the applicable Order Form.
6. Data Protection and Security
6.1 Security Measures. Provider shall maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry standards.
6.2 Data Processing Agreement. To the extent Provider processes personal data on Customer’s behalf, the Data Processing Addendum attached as Exhibit C is incorporated by reference and shall govern such processing.
6.3 Security Certifications. Provider maintains SOC 2 Type II certification and shall provide Customer with a current copy of its audit report upon written request, no more than once per twelve-month period.
6.4 Breach Notification. Provider shall notify Customer without undue delay, and in no event later than seventy-two (72) hours, after becoming aware of a confirmed security breach affecting Customer Data.
7. Intellectual Property
7.1 Provider IP. Provider retains all right, title, and interest in and to the Services, Documentation, and all related intellectual property rights, including any improvements, enhancements, or feedback incorporated therein.
7.2 Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Provider a limited license to host, copy, and process Customer Data solely to provide the Services.
8. Confidentiality
8.1 Definition. “Confidential Information” means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
8.2 Obligations. The receiving Party shall use the disclosing Party’s Confidential Information solely to perform its obligations under this Agreement and shall protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care.
8.3 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing Party’s Confidential Information.
9. Warranties and Disclaimers
9.1 Mutual Warranties. Each Party represents that it has the legal power and authority to enter into this Agreement.
9.2 Provider Warranty. Provider warrants that the Services will perform materially in accordance with the Documentation. Customer’s sole remedy for breach of this warranty is prompt correction of the non-conforming Service.
9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THE SERVICES ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of Liability
10.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
10.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS DEFINED IN SECTION 10.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Excluded Claims. The limitations in Section 10.2 shall not apply to: (a) either Party’s indemnification obligations; (b) breach of Section 8 (Confidentiality); (c) Customer’s payment obligations; or (d) either Party’s gross negligence or willful misconduct.
11. Indemnification
11.1 By Provider. Provider shall defend Customer against any third-party claim alleging that the Services infringe such third party’s intellectual property rights, and shall indemnify Customer for damages finally awarded, subject to Section 10.
11.2 By Customer. Customer shall defend and indemnify Provider against any third-party claim arising from Customer Data or Customer’s use of the Services in violation of this Agreement or applicable law.
12. General Provisions
12.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
12.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
12.3 Force Majeure. Neither Party shall be liable for delays caused by circumstances beyond its reasonable control, including natural disasters, acts of government, or internet or utility failures.
12.4 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above, or such other address as a Party may designate in writing.
12.5 Entire Agreement. This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to its subject matter.
12.6 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
NIMBUS SOFTWARE SOLUTIONS, INC.
Signature | Date |
Name (print) | Title |
CLIENT CO., INC.
Signature | Date |
Name (print) | Title |
Exhibit A — Order Form Summary
The following commercial terms apply to this Order Form and are incorporated into the Agreement by reference.
Subscription: Nimbus Workflow — Business Tier, up to 250 Authorized Users
Subscription Term: 12 months, commencing on the Effective Date, with auto-renewal per Section 4.2
Annual Fees: $186,000, payable annually in advance
Support Tier: Premium (24/5 support, 4-hour critical response SLA)
Billing Contact: accounts.payable@clientco.example
Renewal Notice Window: 60 days prior to Subscription Term end date
Exhibit B — Service Level Agreement
Provider commits to the following monthly uptime and remedy schedule for the Services:
Monthly Uptime Commitment: 99.9%
99.0%–99.89% uptime: 5% service credit of monthly Fees
95.0%–98.99% uptime: 10% service credit of monthly Fees
Below 95.0% uptime: 25% service credit of monthly Fees
Service credits must be requested in writing within thirty (30) days of the end of the affected month and will be applied to Customer’s next invoice.
Exhibit C — Data Processing Addendum (Summary)
Where Provider processes personal data on behalf of Customer in the course of providing the Services, the Parties agree that Customer is the data controller and Provider is the data processor, and that Provider shall: process personal data only on documented instructions from Customer; ensure personnel are bound by confidentiality obligations; implement appropriate technical and organizational security measures; assist Customer in responding to data subject requests; and delete or return personal data upon termination of the Services, except as required by applicable law.