Enterprise Service Agreement for the United States

Enterprise Service Agreement Template for United States

An Enterprise Service Agreement is a comprehensive legal contract governed by U.S. law that establishes the terms and conditions for the delivery of professional services between a service provider and an enterprise-level customer. This agreement covers service specifications, performance standards, pricing, intellectual property rights, confidentiality obligations, and compliance requirements. It typically includes detailed service level agreements (SLAs) and may incorporate specific state law requirements depending on the parties' locations.

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What is a Enterprise Service Agreement?

The Enterprise Service Agreement serves as the primary contractual framework for complex, ongoing service relationships between providers and enterprise customers in the United States. It is particularly suited for situations requiring detailed service specifications, performance metrics, and compliance requirements. This agreement type addresses critical aspects such as service delivery standards, data protection, intellectual property rights, and risk allocation, while ensuring compliance with federal and state regulations. It's especially important for long-term service arrangements where clear governance and operational parameters are essential.

What sections should be included in a Enterprise Service Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Term and Termination: Duration of agreement and termination conditions

6. Payment Terms: Pricing, invoicing, and payment conditions

7. Service Levels: Performance standards and metrics

8. Confidentiality: Protection of confidential information

9. Intellectual Property: IP ownership and licensing terms

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

11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Enterprise Service Agreement?

1. Data Protection: Specific terms for handling personal data and compliance with privacy laws

2. Disaster Recovery: Business continuity and recovery procedures for critical services

3. Change Control: Process for managing changes to services and documentation

4. Personnel and Security: Requirements for service provider personnel and security measures

5. Compliance and Audits: Regulatory compliance requirements and audit rights

What schedules should be included in a Enterprise Service Agreement?

1. Schedule A - Service Description: Detailed technical specifications of services to be provided

2. Schedule B - Service Level Agreement: Detailed performance metrics, measurement methods, and remedies

3. Schedule C - Pricing: Detailed pricing structure, rates, and payment terms

4. Schedule D - Data Processing Agreement: Specific terms and procedures for handling personal data

5. Schedule E - Security Requirements: Technical and organizational security measures required

6. Schedule F - Business Continuity: Disaster recovery and business continuity procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Uniform Commercial Code (UCC): Federal legislation governing commercial transactions, particularly Article 2 which deals with sales of goods and services. Essential for establishing basic contract terms and obligations.

Federal Data Privacy Laws: Various federal regulations governing the collection, processing, and protection of personal data in different contexts and industries.

E-SIGN Act: Electronic Signatures in Global and National Commerce Act - Provides legal framework for the use and validity of electronic signatures and records in commercial transactions.

Computer Fraud and Abuse Act (CFAA): Federal law addressing computer-related crimes and unauthorized access, relevant for cybersecurity provisions in service agreements.

Americans with Disabilities Act (ADA): Civil rights law prohibiting discrimination against individuals with disabilities, requiring consideration for service accessibility.

State Privacy Laws: Various state-specific privacy regulations (e.g., CCPA in California, SHIELD Act in NY) that may affect data handling requirements in the agreement.

Industry-Specific Data Regulations: Sector-specific regulations like HIPAA for healthcare and GLBA for financial services that impose additional compliance requirements.

Intellectual Property Laws: Federal laws including Copyright Act, Patent Act, and Trade Secret Protection that govern IP rights and protection in service agreements.

State Contract Laws: State-specific requirements for contract formation, enforcement, and statute of frauds considerations.

Industry Compliance Standards: Regulatory frameworks like SOX compliance and PCI DSS that may need to be addressed in service level and security requirements.

Employment Laws: Federal and state regulations including Fair Labor Standards Act and contractor regulations that may affect service delivery terms.

Consumer Protection Laws: Federal Trade Commission Act and state consumer protection statutes that govern fair business practices and consumer rights.

Export Control Regulations: Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR) governing international service provision and data transfer.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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