Embedded Files
Customer Information
Customer Information
Company DBA is important as there times when a DBA name is different for the "Go By" name. This is important as the MSA will list the DBA name.
effective date
effective date
The effective date refers to the date the subscription dates or when the contract is effective.
aGREEMENT DEFINITION
aGREEMENT DEFINITION
This agreement paragraph defines the parties to the contract, terms & conditions, and the date when the contract is legally enforceable.
msa Vs sof
msa Vs sof
The Master Software Subscription Agreement (MSA) is the overall contract, defining the terms and conditions that details the rights and responsibilities of each party.
The Software Order Form (SOF) is a separate document attached to the MSA (created at the same time as the MSA or created after, for additional products added) that details the products and services to be provided, as well as the cost, subscription period, and other relevant information for those services. A customer may have multiple SOFs attached to one MSA.
Sections 1 - 6
Sections 1 - 6
Section 1: Define the key terms and terminology in the agreement.
Section 2: Describes that the Subscription Services are detailed on Software Order Forms including the specific Subscription Services, the fee associated and the type and number of users. Gives Software Order Forms contract enforceability in relation to the MSA and that if terms of the SOF differ from the MSA, the SOF will rule.
Section 3: Describes how the customer is responsible for designating and authorizing users and is responsible for its users and ensuring they maintain their IDs and passwords in confidence.
Section 4: Describes CourseKeys technical support efforts
Section 5: Describes and defines the fees and payment terms, most important areas are net payment terms, electronic payment requirements, late payment fees, and termination of services in the event of non-payment.
Section 6: Describes customer responsibility for user data.
Section 7 - 10
Section 7 - 10
Section 7: Describes CourseKeys ownership of the software and update etc. Also outlines the process for custom development work.
Section 8: Outline CourseKeys efforts in confidential information and FERPA. This section also provides CourseKeys Privacy Policy website.
Section 9: Describes CourseKeys warranty period and the process in which claims of warrant can be made.
Section 10: Sets the guidelines for terminations and the effects of termination.
Section 11 - 13
Section 11 - 13
Section 11: Outlines the indemnification process and defines the terms of indemnification.
Section 12: Outlines certain publicity terms for use of customers logo etc.
Section 13: Defines and outlines the how CourseKey is not a third party servicer.
Section 14 - 15
Section 14 - 15
Section 14: Defines the Data and Retention Process at CourseKey.
Section 15: This miscellaneous section captures items that do not have a specific section, this section includes the following
sof - tERMS AND cONDITIONS
sof - tERMS AND cONDITIONS
Within the Software Order Form (SOF) the Terms and Conditions are outlined on the next subsequent page.
Payment Terms: Outlines the payment structure for the client and the timing of the first invoice
Subscription Term: Defines the autorenewal process and the timeframe in which nonrenewal request must be made.
Annual Fee Increase: Outlines the annual fee increase to account for inflation, cost of goods, etc.
Index Period: Details the indexing process and the timing of the indexing period.
Index Date: Lists the indexing dates.
Index Calculation: Details how the indexing numbers are calculated.
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