Every CLI subcommand and flag, run for real

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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 Affiliate. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.²¹

1.2 “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.¹⁸

1.3 “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.

1.4 “Documentation” means Provider’s user guides and technical documentation describing the functionality of the Services, as updated from time to time.

1.5 “Order Form” means an ordering document specifying the Services to be provided, executed by both Parties, that references and is governed by this Agreement.

1.6 “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; or (e) remove or obscure any proprietary notices.¹⁰

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 will invoice Customer annually in advance unless a different billing frequency is specified in the Order Form. Payment is due within forty-five (45) days of the invoice date, without setoff or deduction.⁵⁶⁸

3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of 1.0% 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.⁷

3.4 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for, excluding taxes based on Provider’s net income.

3.5 Currency. All amounts are stated and payable in U.S. dollars unless the Order Form says otherwise.²²

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 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.²⁴

4.3 Auto-Renewal. Each Subscription Term shall 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.⁹

4.4 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

4.5 Effect of Termination. Upon expiration or termination, Customer’s right to access the Services immediately ceases. Provider will 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. Data Protection and Security

5.1 Security Measures. Provider will maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry standards.

5.2 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.

5.3 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.¹

5.4 Breach Notification. Provider will notify Customer without undue delay, and in no event later than forty-eight (48) hours, after becoming aware of a confirmed security breach affecting Customer Data, and will provide a written root-cause analysis within ten (10) business days.¹¹¹⁷

6. Intellectual Property

6.1 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.²⁶

6.2 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. Confidentiality

7.1 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.

7.2 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.

7.3 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.²⁷

8. Warranties and Disclaimers

8.1 Mutual Warranties. Each Party represents that it has the legal power and authority to enter into this Agreement.

8.2 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.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, 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.¹⁶

9. Indemnification²⁸

9.1 By Provider. Provider will 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.

9.2 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.

10. Limitation of Liability

10.1 Excluded Claims. The limitations in Section 10.3 shall not apply to: (a) either Party’s indemnification obligations; (b) breach of Section 7 (Confidentiality); (c) Customer’s payment obligations; or (d) either Party’s gross negligence or willful misconduct.²⁵

10.2 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.

10.3 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS DEFINED IN SECTION 10.1, 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.⁰³

11. General Provisions

11.1 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.

11.2 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.

11.3 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.

11.4 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.

11.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

12. Insurance³⁰

12.1 Provider will maintain cyber-liability and professional-indemnity insurance of not less than $5,000,000 per occurrence throughout the Subscription Term, and will name Customer as an additional insured on request.

Signatures

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

NIMBUS SOFTWARE SOLUTIONS, INC.

Signature	Date
Name (please print)¹³	Title
Countersigned by¹²	Date

CLIENT CO., INC.

Signature

Date

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 4.3

Annual Fees: $186,000, payable quarterly in arrears¹⁹⁴

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: 50% service credit of monthly Fees, and Customer may terminate for convenience²⁰

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)²

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 will: 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.

Comments

⁰ Redline (R)

Confirm the cap multiple with finance before signature.

¹ Redline (R)

Ask whether ISO 27001 is also in scope for the current audit period.

² Redline (R)

This is a summary only. Ask for the executable DPA before signature.

³ Redline (R)

Confirm the cap with finance.

⁴ Redline (R)

Flag to revenue ops.

⁵ Redline (R)

[AI-001 · high] Align payment terms with our standard 45-day cycle.

⁶ Redline (R)

[AI-002 · low] House style: plain 'will' over 'shall' for Provider obligations. `all` hits every occurrence.

⁷ Redline (R)

[AI-003 · high] Reduce default interest. `regex` lets the pattern escape the decimal point.

⁸ Redline (R)

[AI-004 · medium] Payment must not be netted against disputed amounts.

⁹ Redline (R)

[AI-005 · high] Renewal should be affirmative, not automatic.

¹⁰ Redline (R)

[AI-006 · critical] Over-broad non-compete restriction; strike the whole limb.

¹¹ Redline (R)

[AI-007 · critical] Tighten the notification window and add a root-cause obligation. Word-level diff marks only the changed phrases.

¹² Redline (R)

[AI-018 · low] Signature block needs a countersignature line.

¹³ Redline (R)

[AI-019 · low] Ambiguous instruction in the signature block.

¹⁴ Redline (R)

[AI-020 · low] Customer's block does not need a printed-name row; the signature line carries it.

¹⁵ Redline (R)

[AI-021 · low] Flag the governing-law jurisdiction for the deal team. Recorded as a w:rPrChange.

¹⁶ Redline (R)

[AI-022 · medium] Make the disclaimer's operative words impossible to skim past.

¹⁷ Redline (R)

[AI-023 · low] Give the breach-notification clause room to breathe. Recorded as a w:pPrChange.

¹⁸ Redline (R)

[AI-024 · low] Promote the lead definition so it shows up in the navigation pane.

¹⁹ Redline (R)

[AI-027 · high] Exhibit A: align the payment cadence with clause 3.2. Unnumbered content is targeted by a unique quote, not a clause number.

²⁰ Redline (R)

[AI-028 · critical] Exhibit B: the tail-risk credit is too weak to change behaviour.

²¹ Redline (R)

[AI-008 · medium] Affiliate is used but never defined. Inserting before 1.1 pushes every later definition down one.

²² Redline (R)

[AI-009 · low] `into_section` appends to the end of a section when no anchor clause is given.

²³ Redline (R)

[AI-010 · low] Reservation of Rights is redundant with the licence grant; deleting it closes the numbering gap.

²⁴ Redline (R)

[AI-011 · medium] Governing law belongs with the term provisions. Both clause groups renumber and every cross-reference follows.

²⁵ Redline (R)

[AI-012 · medium] The excluded claims frame the whole liability section, so they should lead it.

²⁶ Redline (R)

[AI-013 · low] Customer Data before Provider IP.

²⁷ Redline (R)

[AI-014 · low] Put the exclusions next to the definition they qualify. Only the clauses that must move are moved.

²⁸ Redline (R)

[AI-015 · medium] Indemnification should precede the limitation of liability that carves it out.

²⁹ Redline (R)

[AI-016 · high] The service levels are already set out in Exhibit B; one source of truth. The whole section and its sub-clauses go.

³⁰ Redline (R)

[AI-017 · medium] Standard insurance covenant is missing from the agreement.

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delete × 1 insert × 1 Ops (2)

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~~forty-five (45) 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 breaches this Agreement and fails to cure such breach within thirty (30) 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.⁰

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.

Comments

⁰ Ops (O)

Check with finance.

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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 breaches this Agreement and fails to cure such breach within thirty (30) 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.

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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~~sixty (3060) 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 breaches this Agreement and fails to cure such breach within ~~thirty~~sixty (3060) 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~~sixty (3060) 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~~sixty (3060) 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.

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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 Affiliate. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.²¹

~~1.1~~1.2 “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.¹⁸

~~1.2~~1.3 “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~~1.4 “Documentation” means Provider’s user guides and technical documentation describing the functionality of the Services, as updated from time to time.

~~1.4~~1.5 “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~~1.6 “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.¹⁰

~~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.~~²³

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~~Provider will invoice Customer annually in advance unless a different billing frequency is specified in the Order Form. Payment is due within ~~thirty (30) days~~forty-five (45) days of the invoice date, without setoff or deduction.⁵⁶⁸

3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of ~~1.5% per month~~1.0% 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.⁷

3.4 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for, excluding taxes based on Provider’s net income.

3.5 Currency. All amounts are stated and payable in U.S. dollars unless the Order Form says otherwise.²²

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 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.²⁴

~~4.2~~4.3 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.⁹

~~4.3~~4.4 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

~~4.4~~4.5 Effect of Termination. Upon expiration or termination, Customer’s right to access the Services immediately ceases. ~~Provider shall~~Provider will 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~~²⁹

~~5.1~~ ~~Uptime Commitment.~~ ~~Provider shallProvider will~~ ~~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 shallProvider will~~ ~~provide technical support in accordance with the support tier purchased under the applicable Order Form.~~

65. Data Protection and Security

~~6.1~~5.1 Security Measures. ~~Provider shall~~Provider will maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry standards.

~~6.2~~5.2 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~~5.3 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.¹

~~6.4~~5.4 Breach Notification. ~~Provider shall~~Provider will notify Customer without undue delay, and in no event later than ~~seventy~~forty-~~two~~eight (7248) hours, after becoming aware of a confirmed security breach affecting Customer Data, and will provide a written root-cause analysis within ten (10) business days.¹¹¹⁷

76. Intellectual Property

6.1 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.²⁶

~~7.1~~6.2 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.

87. Confidentiality

~~8.1~~7.1 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~~7.2 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.

7.3 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.²⁷

98. Warranties and Disclaimers

~~9.1~~8.1 Mutual Warranties. Each Party represents that it has the legal power and authority to enter into this Agreement.

~~9.2~~8.2 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~~8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 98, 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.¹⁶

9. Indemnification²⁸

9.1 By Provider. Provider will 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.

9.2 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.

10. Limitation of Liability

10.1 Excluded Claims. The limitations in Section 10.3 shall not apply to: (a) either Party’s indemnification obligations; (b) breach of Section 7 (Confidentiality); (c) Customer’s payment obligations; or (d) either Party’s gross negligence or willful misconduct.²⁵

~~10.1~~10.2 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~~10.3 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS DEFINED IN SECTION ~~10.3~~10.1, 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.⁰³

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 shallProvider will~~ 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.

1211. 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.¹⁵

~~12.2~~11.1 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~~11.2 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~~11.3 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~~11.4 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~~11.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

12. Insurance³⁰

12.1 Provider will maintain cyber-liability and professional-indemnity insurance of not less than $5,000,000 per occurrence throughout the Subscription Term, and will name Customer as an additional insured on request.

Signatures

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

NIMBUS SOFTWARE SOLUTIONS, INC.

Signature	Date
Name (please print)¹³	Title
Countersigned by¹²	Date

CLIENT CO., INC.

Signature	Date
~~Name (print)~~¹⁴	~~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~~4.3

~~Annual Fees: $186,000, payable annually in advance~~Annual Fees: $186,000, payable quarterly in arrears¹⁹⁴

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~~Below 95.0% uptime: 50% service credit of monthly Fees, and Customer may terminate for convenience²⁰

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)²

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~~Provider will: 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.

Comments

⁰ Redline (R)

Confirm the cap multiple with finance before signature.

¹ Redline (R)

Ask whether ISO 27001 is also in scope for the current audit period.

² Redline (R)

This is a summary only. Ask for the executable DPA before signature.

³ Redline (R)

Confirm the cap with finance.

⁴ Redline (R)

Flag to revenue ops.

⁵ Redline (R)

[AI-001 · high] Align payment terms with our standard 45-day cycle.

⁶ Redline (R)

[AI-002 · low] House style: plain 'will' over 'shall' for Provider obligations. `all` hits every occurrence.

⁷ Redline (R)

[AI-003 · high] Reduce default interest. `regex` lets the pattern escape the decimal point.

⁸ Redline (R)

[AI-004 · medium] Payment must not be netted against disputed amounts.

⁹ Redline (R)

[AI-005 · high] Renewal should be affirmative, not automatic.

¹⁰ Redline (R)

[AI-006 · critical] Over-broad non-compete restriction; strike the whole limb.

¹¹ Redline (R)

[AI-007 · critical] Tighten the notification window and add a root-cause obligation. Word-level diff marks only the changed phrases.

¹² Redline (R)

[AI-018 · low] Signature block needs a countersignature line.

¹³ Redline (R)

[AI-019 · low] Ambiguous instruction in the signature block.

¹⁴ Redline (R)

[AI-020 · low] Customer's block does not need a printed-name row; the signature line carries it.

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[AI-021 · low] Flag the governing-law jurisdiction for the deal team. Recorded as a w:rPrChange.

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[AI-022 · medium] Make the disclaimer's operative words impossible to skim past.

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[AI-023 · low] Give the breach-notification clause room to breathe. Recorded as a w:pPrChange.

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[AI-024 · low] Promote the lead definition so it shows up in the navigation pane.

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[AI-027 · high] Exhibit A: align the payment cadence with clause 3.2. Unnumbered content is targeted by a unique quote, not a clause number.

²⁰ Redline (R)

[AI-028 · critical] Exhibit B: the tail-risk credit is too weak to change behaviour.

²¹ Redline (R)

[AI-008 · medium] Affiliate is used but never defined. Inserting before 1.1 pushes every later definition down one.

²² Redline (R)

[AI-009 · low] `into_section` appends to the end of a section when no anchor clause is given.

²³ Redline (R)

[AI-010 · low] Reservation of Rights is redundant with the licence grant; deleting it closes the numbering gap.

²⁴ Redline (R)

[AI-011 · medium] Governing law belongs with the term provisions. Both clause groups renumber and every cross-reference follows.

²⁵ Redline (R)

[AI-012 · medium] The excluded claims frame the whole liability section, so they should lead it.

²⁶ Redline (R)

[AI-013 · low] Customer Data before Provider IP.

²⁷ Redline (R)

[AI-014 · low] Put the exclusions next to the definition they qualify. Only the clauses that must move are moved.

²⁸ Redline (R)

[AI-015 · medium] Indemnification should precede the limitation of liability that carves it out.

²⁹ Redline (R)

[AI-016 · high] The service levels are already set out in Exhibit B; one source of truth. The whole section and its sub-clauses go.

³⁰ Redline (R)

[AI-017 · medium] Standard insurance covenant is missing from the agreement.

25_full_inline.docx 28 tracked changes Download .docx

delete × 10 insert × 10 move-from × 4 move-to × 4 Redline (28)

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 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.⁰

~~4.2~~4.3 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~~4.4 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

~~4.4~~4.5 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~~8.2 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.

8.3 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.¹

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~~12.1 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~~12.2 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~~12.3 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~~12.4 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~~12.5 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~~4.3

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.

Comments

⁰ Redline (R)

[CLI-001 · medium] supplied on the command line

¹ Redline (R)

[CLI-002 · medium] supplied on the command line

25_full_strict.docx 168 tracked changes Download .docx

delete × 64 format:pPrChange × 2 format:rPrChange × 3 insert × 58 move-from × 12 move-to × 12 paragraph-mark-delete × 8 paragraph-mark-insert × 7 row-delete × 1 row-insert × 1 Redline (168)

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 Affiliate. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.

~~1.1~~1.2 “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~~1.3 “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~~1.4 “Documentation” means Provider’s user guides and technical documentation describing the functionality of the Services, as updated from time to time.

~~1.4~~1.5 “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~~1.6 “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~~Provider will invoice Customer annually in advance unless a different billing frequency is specified in the Order Form. Payment is due within ~~thirty (30) days~~forty-five (45) days of the invoice date, without setoff or deduction.

3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of ~~1.5% per month~~1.0% 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.

3.5 Currency. All amounts are stated and payable in U.S. dollars unless the Order Form says otherwise.

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 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

~~4.2~~4.3 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~~4.4 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

~~4.4~~4.5 Effect of Termination. Upon expiration or termination, Customer’s right to access the Services immediately ceases. ~~Provider shall~~Provider will 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 shallProvider will~~ ~~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 shallProvider will~~ ~~provide technical support in accordance with the support tier purchased under the applicable Order Form.~~

65. Data Protection and Security

~~6.1~~5.1 Security Measures. ~~Provider shall~~Provider will maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry standards.

~~6.2~~5.2 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~~5.3 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.¹

~~6.4~~5.4 Breach Notification. ~~Provider shall~~Provider will notify Customer without undue delay, and in no event later than ~~seventy~~forty-~~two~~eight (7248) hours, after becoming aware of a confirmed security breach affecting Customer Data, and will provide a written root-cause analysis within ten (10) business days.

76. Intellectual Property

6.1 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.

~~7.1~~6.2 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.

87. Confidentiality

~~8.1~~7.1 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~~7.2 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.

7.3 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.

98. Warranties and Disclaimers

~~9.1~~8.1 Mutual Warranties. Each Party represents that it has the legal power and authority to enter into this Agreement.

~~9.2~~8.2 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~~8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 98, 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.

9. Indemnification

9.1 By Provider. Provider will 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.

9.2 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.

10. Limitation of Liability

10.1 Excluded Claims. The limitations in Section 10.3 shall not apply to: (a) either Party’s indemnification obligations; (b) breach of Section 7 (Confidentiality); (c) Customer’s payment obligations; or (d) either Party’s gross negligence or willful misconduct.

~~10.1~~10.2 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~~10.3 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS DEFINED IN SECTION ~~10.3~~10.1, 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.⁰

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 shallProvider will~~ 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.

1211. 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~~11.1 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~~11.2 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~~11.3 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~~11.4 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~~11.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

12. Insurance

12.1 Provider will maintain cyber-liability and professional-indemnity insurance of not less than $5,000,000 per occurrence throughout the Subscription Term, and will name Customer as an additional insured on request.

Signatures

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

NIMBUS SOFTWARE SOLUTIONS, INC.

Signature	Date
Name (please print)	Title
Countersigned by	Date

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~~4.3

~~Annual Fees: $186,000, payable annually in advance~~Annual Fees: $186,000, payable quarterly in arrears

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~~Below 95.0% uptime: 50% service credit of monthly Fees, and Customer may terminate for convenience

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)²

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~~Provider will: 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.

Comments

⁰ Redline (R)

Confirm the cap multiple with finance before signature.

¹ Redline (R)

Ask whether ISO 27001 is also in scope for the current audit period.

² Redline (R)

This is a summary only. Ask for the executable DPA before signature.

25_pipeline.docx 168 tracked changes Download .docx

delete × 64 format:pPrChange × 2 format:rPrChange × 3 insert × 58 move-from × 12 move-to × 12 paragraph-mark-delete × 8 paragraph-mark-insert × 7 row-delete × 1 row-insert × 1 AI Contract Reviewer (168)

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 Affiliate. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.¹⁹

~~1.1~~1.2 “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.¹⁶

~~1.2~~1.3 “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~~1.4 “Documentation” means Provider’s user guides and technical documentation describing the functionality of the Services, as updated from time to time.

~~1.4~~1.5 “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~~1.6 “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.⁸

~~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.~~²¹

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~~Provider will invoice Customer annually in advance unless a different billing frequency is specified in the Order Form. Payment is due within ~~thirty (30) days~~forty-five (45) days of the invoice date, without setoff or deduction.³⁴⁶

3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of ~~1.5% per month~~1.0% 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.⁵

3.4 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for, excluding taxes based on Provider’s net income.

3.5 Currency. All amounts are stated and payable in U.S. dollars unless the Order Form says otherwise.²⁰

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 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.²²

~~4.2~~4.3 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.⁷

~~4.3~~4.4 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

~~4.4~~4.5 Effect of Termination. Upon expiration or termination, Customer’s right to access the Services immediately ceases. ~~Provider shall~~Provider will 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~~²⁷

~~5.1~~ ~~Uptime Commitment.~~ ~~Provider shallProvider will~~ ~~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 shallProvider will~~ ~~provide technical support in accordance with the support tier purchased under the applicable Order Form.~~

65. Data Protection and Security

~~6.1~~5.1 Security Measures. ~~Provider shall~~Provider will maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry standards.

~~6.2~~5.2 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~~5.3 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.¹

~~6.4~~5.4 Breach Notification. ~~Provider shall~~Provider will notify Customer without undue delay, and in no event later than ~~seventy~~forty-~~two~~eight (7248) hours, after becoming aware of a confirmed security breach affecting Customer Data, and will provide a written root-cause analysis within ten (10) business days.⁹¹⁵

76. Intellectual Property

6.1 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.²⁴

~~7.1~~6.2 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.

87. Confidentiality

~~8.1~~7.1 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~~7.2 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.

7.3 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.²⁵

98. Warranties and Disclaimers

~~9.1~~8.1 Mutual Warranties. Each Party represents that it has the legal power and authority to enter into this Agreement.

~~9.2~~8.2 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~~8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 98, 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.¹⁴

9. Indemnification²⁶

9.1 By Provider. Provider will 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.

9.2 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.

10. Limitation of Liability

10.1 Excluded Claims. The limitations in Section 10.3 shall not apply to: (a) either Party’s indemnification obligations; (b) breach of Section 7 (Confidentiality); (c) Customer’s payment obligations; or (d) either Party’s gross negligence or willful misconduct.²³

~~10.1~~10.2 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~~10.3 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS DEFINED IN SECTION ~~10.3~~10.1, 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.⁰

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 shallProvider will~~ 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.

1211. 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.¹³

~~12.2~~11.1 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~~11.2 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~~11.3 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~~11.4 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~~11.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

12. Insurance²⁸

12.1 Provider will maintain cyber-liability and professional-indemnity insurance of not less than $5,000,000 per occurrence throughout the Subscription Term, and will name Customer as an additional insured on request.

Signatures

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

NIMBUS SOFTWARE SOLUTIONS, INC.

Signature	Date
Name (please print)¹¹	Title
Countersigned by¹⁰	Date

CLIENT CO., INC.

Signature	Date
~~Name (print)~~¹²	~~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~~4.3

~~Annual Fees: $186,000, payable annually in advance~~Annual Fees: $186,000, payable quarterly in arrears¹⁷

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~~Below 95.0% uptime: 50% service credit of monthly Fees, and Customer may terminate for convenience¹⁸

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)²

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~~Provider will: 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.

Comments

⁰ AI Contract Reviewer (ACR)

Confirm the cap multiple with finance before signature.

¹ AI Contract Reviewer (ACR)

Ask whether ISO 27001 is also in scope for the current audit period.

² AI Contract Reviewer (ACR)

This is a summary only. Ask for the executable DPA before signature.

³ AI Contract Reviewer (ACR)

[AI-001 · high] Align payment terms with our standard 45-day cycle.

⁴ AI Contract Reviewer (ACR)

[AI-002 · low] House style: plain 'will' over 'shall' for Provider obligations. `all` hits every occurrence.

⁵ AI Contract Reviewer (ACR)

[AI-003 · high] Reduce default interest. `regex` lets the pattern escape the decimal point.

⁶ AI Contract Reviewer (ACR)

[AI-004 · medium] Payment must not be netted against disputed amounts.

⁷ AI Contract Reviewer (ACR)

[AI-005 · high] Renewal should be affirmative, not automatic.

⁸ AI Contract Reviewer (ACR)

[AI-006 · critical] Over-broad non-compete restriction; strike the whole limb.

⁹ AI Contract Reviewer (ACR)

[AI-007 · critical] Tighten the notification window and add a root-cause obligation. Word-level diff marks only the changed phrases.

¹⁰ AI Contract Reviewer (ACR)

[AI-018 · low] Signature block needs a countersignature line.

¹¹ AI Contract Reviewer (ACR)

[AI-019 · low] Ambiguous instruction in the signature block.

¹² AI Contract Reviewer (ACR)

[AI-020 · low] Customer's block does not need a printed-name row; the signature line carries it.

¹³ AI Contract Reviewer (ACR)

[AI-021 · low] Flag the governing-law jurisdiction for the deal team. Recorded as a w:rPrChange.

¹⁴ AI Contract Reviewer (ACR)

[AI-022 · medium] Make the disclaimer's operative words impossible to skim past.

¹⁵ AI Contract Reviewer (ACR)

[AI-023 · low] Give the breach-notification clause room to breathe. Recorded as a w:pPrChange.

¹⁶ AI Contract Reviewer (ACR)

[AI-024 · low] Promote the lead definition so it shows up in the navigation pane.

¹⁷ AI Contract Reviewer (ACR)

[AI-027 · high] Exhibit A: align the payment cadence with clause 3.2. Unnumbered content is targeted by a unique quote, not a clause number.

¹⁸ AI Contract Reviewer (ACR)

[AI-028 · critical] Exhibit B: the tail-risk credit is too weak to change behaviour.

¹⁹ AI Contract Reviewer (ACR)

[AI-008 · medium] Affiliate is used but never defined. Inserting before 1.1 pushes every later definition down one.

²⁰ AI Contract Reviewer (ACR)

[AI-009 · low] `into_section` appends to the end of a section when no anchor clause is given.

²¹ AI Contract Reviewer (ACR)

[AI-010 · low] Reservation of Rights is redundant with the licence grant; deleting it closes the numbering gap.

²² AI Contract Reviewer (ACR)

[AI-011 · medium] Governing law belongs with the term provisions. Both clause groups renumber and every cross-reference follows.

²³ AI Contract Reviewer (ACR)

[AI-012 · medium] The excluded claims frame the whole liability section, so they should lead it.

²⁴ AI Contract Reviewer (ACR)

[AI-013 · low] Customer Data before Provider IP.

²⁵ AI Contract Reviewer (ACR)

[AI-014 · low] Put the exclusions next to the definition they qualify. Only the clauses that must move are moved.

²⁶ AI Contract Reviewer (ACR)

[AI-015 · medium] Indemnification should precede the limitation of liability that carves it out.

²⁷ AI Contract Reviewer (ACR)

[AI-016 · high] The service levels are already set out in Exhibit B; one source of truth. The whole section and its sub-clauses go.

²⁸ AI Contract Reviewer (ACR)

[AI-017 · medium] Standard insurance covenant is missing from the agreement.

25_pipeline_plain.docx 102 tracked changes Download .docx

delete × 31 format:pPrChange × 2 format:rPrChange × 3 insert × 25 move-from × 12 move-to × 12 paragraph-mark-delete × 8 paragraph-mark-insert × 7 row-delete × 1 row-insert × 1 Redline (102)

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 Affiliate. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.

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~~Provider will invoice Customer annually in advance unless a different billing frequency is specified in the Order Form. Payment is due within ~~thirty (30) days~~forty-five (45) days of the invoice date, without setoff or deduction.

3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of ~~1.5% per month~~1.0% 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.

3.5 Currency. All amounts are stated and payable in U.S. dollars unless the Order Form says otherwise.

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.

12.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

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 breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

4.4 Effect of Termination. Upon expiration or termination, Customer’s right to access the Services immediately ceases. ~~Provider shall~~Provider will 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 shallProvider will~~ ~~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 shallProvider will~~ ~~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~~Provider will 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.¹

6.4 Breach Notification. ~~Provider shall~~Provider will notify Customer without undue delay, and in no event later than ~~seventy~~forty-~~two~~eight (7248) hours, after becoming aware of a confirmed security breach affecting Customer Data, and will provide a written root-cause analysis within ten (10) business days.

7. Intellectual Property

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.

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.

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.

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.

11. Indemnification

11.1 By Provider. Provider will 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.

10. Limitation of Liability

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.

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.⁰

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 shallProvider will~~ 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.

13. Insurance

13.1 Provider will maintain cyber-liability and professional-indemnity insurance of not less than $5,000,000 per occurrence throughout the Subscription Term, and will name Customer as an additional insured on request.

Signatures

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

NIMBUS SOFTWARE SOLUTIONS, INC.

Signature	Date
Name (please print)	Title
Countersigned by	Date

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~~Annual Fees: $186,000, payable quarterly in arrears

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~~Below 95.0% uptime: 50% service credit of monthly Fees, and Customer may terminate for convenience

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)²

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~~Provider will: 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.

Comments

⁰ Redline (R)

Confirm the cap multiple with finance before signature.

¹ Redline (R)

Ask whether ISO 27001 is also in scope for the current audit period.

² Redline (R)

This is a summary only. Ask for the executable DPA before signature.

25_pipeline_rules.docx 67 tracked changes Download .docx

delete × 22 format:pPrChange × 1 format:rPrChange × 2 insert × 26 move-from × 6 move-to × 6 paragraph-mark-delete × 1 paragraph-mark-insert × 3 Redline (67)

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.~~⁹

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~~forty-five (45) days of the invoice date.¹

3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of 1.50% per month or the maximum rate permitted by applicable law, and Provider may suspend access to the Services for accounts more than ~~fifteen~~thirty (1530) days past due, upon fifteen (15) days' prior written notice.²

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 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.¹⁰

~~4.2~~4.3 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.⁵

~~4.3~~4.4 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

~~4.4~~4.5 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 Credit Request Window. Customer must request any service credit in writing within sixty (60) days of the end of the affected calendar month.¹³

~~5.2~~5.3 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~~5.4 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~~forty-eight (48) hours, after becoming aware of a confirmed security breach affecting Customer Data.³⁷

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~~7.1 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.

7.2 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.¹²

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 Excluded Claims. The limitations in Section 10.3 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

~~10.1~~10.2 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~~10.3 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS DEFINED IN SECTION ~~10.3~~10.1, 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 EVENT GIVING RISE TO THE CLAIM PRECEDING THE CLAIM.⁰⁴

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.⁶

~~12.2~~12.1 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~~12.2 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~~12.3 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~~12.4 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~~12.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

13. Insurance¹⁴

13.1 Provider shall maintain cyber-liability and professional-indemnity insurance of not less than $5,000,000 per occurrence throughout the Subscription Term.

Signatures

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

NIMBUS SOFTWARE SOLUTIONS, INC.

Signature	Date
Name (please print)⁸	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~~4.3

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.

Comments

⁰ Redline (R)

Confirm the cap multiple with finance before signature.

¹ Redline (R)

[AI-001 · high] Align payment terms with our standard 45-day cycle.

² Redline (R)

[AI-002 · high] Reduce default interest and extend the suspension grace period.

³ Redline (R)

[AI-003 · critical] Tighten the breach-notification window.

⁴ Redline (R)

[AI-004 · medium] Clarify the measurement period for the liability cap.

⁵ Redline (R)

[AI-005 · high] Remove automatic renewal; renewal should be affirmative.

⁶ Redline (R)

[AI-012 · low] Flag the governing-law jurisdiction for the deal team.

⁷ Redline (R)

[AI-013 · low] Give the breach-notification clause room to breathe.

⁸ Redline (R)

[AI-014 · low] Signature block wording is ambiguous.

⁹ Redline (R)

[AI-006 · low] Redundant with the licence grant; deleting closes the numbering gap.

¹⁰ Redline (R)

[AI-007 · medium] Surface governing law with the term provisions; the engine renumbers both affected clause groups and every cross-reference.

¹¹ Redline (R)

[AI-008 · medium] The excluded claims frame the whole liability section and should lead it; the engine renumbers the section and repoints every cross-reference to it.

¹² Redline (R)

[AI-009 · low] Put this section's clauses in alphabetical order so the boilerplate is navigable; numbering follows the new order.

¹³ Redline (R)

[AI-010 · medium] Give Customer a longer window than the Exhibit B default.

¹⁴ Redline (R)

[AI-011 · medium] Standard insurance covenant is missing from the agreement.

25_rejected.docx 0 tracked changes Download .docx

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.¹⁰

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.²³

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.⁵⁶⁸

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.⁷

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 breaches this Agreement and fails to cure such breach within thirty (30) 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 Agreement²⁹

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.¹

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.⁰³

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.¹⁵

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)¹³	Title

CLIENT CO., INC.

Signature	Date
Name (print)¹⁴	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)²

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.

Comments

⁰ Redline (R)

Confirm the cap multiple with finance before signature.

¹ Redline (R)

Ask whether ISO 27001 is also in scope for the current audit period.

² Redline (R)

This is a summary only. Ask for the executable DPA before signature.

³ Redline (R)

Confirm the cap with finance.

⁴ Redline (R)

Flag to revenue ops.

⁵ Redline (R)

[AI-001 · high] Align payment terms with our standard 45-day cycle.

⁶ Redline (R)

[AI-002 · low] House style: plain 'will' over 'shall' for Provider obligations. `all` hits every occurrence.

⁷ Redline (R)

[AI-003 · high] Reduce default interest. `regex` lets the pattern escape the decimal point.

⁸ Redline (R)

[AI-004 · medium] Payment must not be netted against disputed amounts.

⁹ Redline (R)

[AI-005 · high] Renewal should be affirmative, not automatic.

¹⁰ Redline (R)

[AI-006 · critical] Over-broad non-compete restriction; strike the whole limb.

¹¹ Redline (R)

[AI-007 · critical] Tighten the notification window and add a root-cause obligation. Word-level diff marks only the changed phrases.

¹² Redline (R)

[AI-018 · low] Signature block needs a countersignature line.

¹³ Redline (R)

[AI-019 · low] Ambiguous instruction in the signature block.

¹⁴ Redline (R)

[AI-020 · low] Customer's block does not need a printed-name row; the signature line carries it.

¹⁵ Redline (R)

[AI-021 · low] Flag the governing-law jurisdiction for the deal team. Recorded as a w:rPrChange.

¹⁶ Redline (R)

[AI-022 · medium] Make the disclaimer's operative words impossible to skim past.

¹⁷ Redline (R)

[AI-023 · low] Give the breach-notification clause room to breathe. Recorded as a w:pPrChange.

¹⁸ Redline (R)

[AI-024 · low] Promote the lead definition so it shows up in the navigation pane.

¹⁹ Redline (R)

[AI-027 · high] Exhibit A: align the payment cadence with clause 3.2. Unnumbered content is targeted by a unique quote, not a clause number.

²⁰ Redline (R)

[AI-028 · critical] Exhibit B: the tail-risk credit is too weak to change behaviour.

²¹ Redline (R)

[AI-008 · medium] Affiliate is used but never defined. Inserting before 1.1 pushes every later definition down one.

²² Redline (R)

[AI-009 · low] `into_section` appends to the end of a section when no anchor clause is given.

²³ Redline (R)

[AI-010 · low] Reservation of Rights is redundant with the licence grant; deleting it closes the numbering gap.

²⁴ Redline (R)

[AI-011 · medium] Governing law belongs with the term provisions. Both clause groups renumber and every cross-reference follows.

²⁵ Redline (R)

[AI-012 · medium] The excluded claims frame the whole liability section, so they should lead it.

²⁶ Redline (R)

[AI-013 · low] Customer Data before Provider IP.

²⁷ Redline (R)

[AI-014 · low] Put the exclusions next to the definition they qualify. Only the clauses that must move are moved.

²⁸ Redline (R)

[AI-015 · medium] Indemnification should precede the limitation of liability that carves it out.

²⁹ Redline (R)

[AI-016 · high] The service levels are already set out in Exhibit B; one source of truth. The whole section and its sub-clauses go.

³⁰ Redline (R)

[AI-017 · medium] Standard insurance covenant is missing from the agreement.

25_revised.docx 0 tracked changes Download .docx

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 sixty (60) 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 breaches this Agreement and fails to cure such breach within sixty (60) 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 sixty (60) 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 sixty (60) 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.

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