When to use this template
Use this when one party is providing software, a SaaS subscription, cloud services, or a software-driven platform to another. Software contracts differ from traditional service contracts in specific ways: data processing and privacy, SLAs and downtime, security controls, uptime credits, API and usage limits, and the treatment of customer data on termination. Getting these right up front avoids disputes about downtime, data portability, and fee calculation.
What's included
The Basic Non-Disclosure Agreement template ships with the sections that typically appear in this kind of agreement. You can customise, remove, or add to any of them in the editor before routing for signature.
- Parties and the services/software covered
- Subscription term and fees
- Usage rights, limits, and restrictions
- Data processing, security, and privacy
- Service levels and support
- Intellectual property and customer data
- Warranties, disclaimers, and liability caps
- Termination and data return/deletion
- Governing law and signatures
Key considerations
Before you finalise a basic non-disclosure agreement, think through the following. Each point is a decision the template exposes for you to configure — the right answer depends on your specific situation.
Data handling is often the negotiation. Who owns customer data, where it is processed, how long it is retained, what happens on termination, sub-processors, and breach notification are increasingly enterprise-grade requirements — not nice-to-haves. A data processing addendum (DPA) is usually bolted onto the main agreement when GDPR, UK GDPR, or CCPA is in play.
Liability caps and carve-outs deserve careful attention. Most SaaS contracts cap liability at fees paid in the preceding 12 months, but carve out certain categories (IP indemnity, breach of confidentiality, data breach). Excluding all consequential damages is common; excluding gross negligence or wilful misconduct is usually not enforceable.
Service levels (uptime commitments, response times) need to be measurable and tied to real remedies. 'Commercially reasonable efforts' sounds reassuring but isn't enforceable. Define the calculation window, what counts as downtime, what triggers credits, and the credit's maximum value.
Jurisdiction variants available
This template includes jurisdiction-aware clauses so the governing-law, notice, and enforceability wording can be configured for the states or countries involved. Select the relevant jurisdiction during the generation step.
How it works
- 1
Pick this template
Start from the Basic Non-Disclosure Agreement template on FastContracts. Every template is drafted to industry-standard patterns and ready to customise.
- 2
Fill the fields
Complete the structured form in the editor. Parties, dates, amounts, and key terms are extracted into clearly labelled fields so nothing important is left ambiguous.
- 3
Route for signature
Add one or more signers with an email address. Each signer authenticates, reviews the full document, and applies a legally-recognised electronic signature.
- 4
Download the signed PDF
Once all parties have signed, FastContracts seals the document and attaches a tamper-evident audit trail showing who signed what, when, and from where.
Built for signatures that hold up
Frequently asked questions
Do I need a separate DPA?
If the provider processes personal data on your behalf and you are subject to GDPR, UK GDPR, or CCPA/CPRA, then yes — Article 28 of the GDPR and similar provisions in other regimes require specific contractual terms. Most vendors provide a standard DPA that supplements the main agreement.
What belongs in an SLA?
At minimum: the uptime target (e.g., 99.9 percent monthly), how uptime is measured, which events are excluded (scheduled maintenance, force majeure), the service credit schedule, how the customer claims credits, and the credit's cap. Optional: response-time commitments for support, remedy when critical incidents exceed defined thresholds, and a termination right on persistent SLA failures.
Who owns the data I put into a SaaS platform?
A well-drafted SaaS agreement says the customer owns its data and grants the vendor a limited licence to process it for the purpose of providing the service. On termination, the customer should be able to export its data in a useable format, and the vendor should delete or return the data within a defined window. If the contract is silent, ownership can become ambiguous — particularly for derived data and aggregate analytics.
Is this template legally binding once signed?
A properly executed contract is generally recognised under ESIGN and UETA in the United States, and eIDAS in the EU and UK. Whether the specific terms are enforceable depends on jurisdiction, the parties' capacity, and whether the substance satisfies local law. FastContracts templates provide a starting point drafted from industry-standard patterns. They are not legal advice. For high-stakes contracts, have a qualified attorney in your jurisdiction review the final document before signing.
Can I customise this template?
Yes. Every FastContracts template has structured fields you fill in, plus optional clauses you can toggle on or off. You can add your own clauses in the editor before sending for signature, and attach an audit trail of who signed what and when.
Do I need a lawyer to use it?
For straightforward use cases many people use attorney-drafted templates without individual legal review. For contracts involving significant risk — large payments, IP transfer, long commitments, regulated industries — have a qualified attorney review the specific terms before signing.
How do signatures work?
After you fill in the fields, route the contract to one or more signers. Each signer authenticates, reviews the document, and applies an electronic signature. FastContracts records a tamper-evident audit trail (timestamps, IP, email verification) that is attached to the signed PDF.