On this pageStandard terms

Common Paper Cloud Service Agreement

This is a fillable cover page for the Common Paper Cloud Service Agreement. The binding terms are the external Standard Terms linked below — fill the fields here, then download the Word file to execute.

Standard terms

This cover page references the Standard Terms posted externally. View standard terms at https://commonpaper.com/standards/cloud-service-agreement/2.1.

Parties

FieldDescriptionDefault
Provider NameName of the cloud service provider
Customer NameName of the customer
Provider Legal NameOfficial legal entity name of provider (for signature block)
Customer Legal NameOfficial legal entity name of customer (for signature block)

Terms

FieldDescriptionDefault
Effective DateEffective Date of Key Terms referenced in Order Form
Order Date Is Last SignatureIf true, order date is date of last signature; if false, use custom_order_datetrue
Custom Order DateCustom start date (only used when order_date_is_last_signature is false)
Auto RenewIf true, order auto-renews with non-renewal notice; if false, expires at endtrue
Non Renewal Notice DaysDays of notice required before non-renewal (e.g. "30", "60"). Used in computed auto_renewal_display.30
Order Date Display[Computed] Order date text, derived from order_date_is_last_signature and custom_order_date
Auto Renewal Display[Computed] Auto-renewal text, derived from auto_renew and non_renewal_notice_days

Service

FieldDescriptionDefault
Cloud ServiceDescription of the cloud service / product
Has PilotWhether a pilot/trial period is includedfalse
Pilot PeriodLength of pilot/trial period (e.g. "3 months")
Pilot Is FreeIf true, pilot is a free trial; if false, pilot has a feetrue
Pilot ModificationsModifications to the Agreement that apply only during the Pilot Period
Subscription PeriodLength of access to the service (e.g. "12 months", "1 year")12 months
Has Use LimitationsWhether use limitations are specifiedfalse
Use LimitationsGeographic restrictions, system requirements, or other use limitations
Has Technical SupportWhether technical support details are includedfalse
Technical SupportDescription of included support and how to access it
Has SlaWhether an SLA is includedfalse
Sla DescriptionService Level Agreement details
Has Professional ServicesWhether professional services are includedfalse
Professional Services DescriptionProfessional services description or SOW reference
Pilot Fee Display[Computed] Pilot fee text, derived from pilot_is_free and pilot_fee

Payment

FieldDescriptionDefault
Pilot FeeFee for pilot period (e.g. "$500"). Only used when pilot_is_free is false
Fee Is Per UnitWhether fees are per-unit pricing (amount per fee_unit)true
FeesSubscription fee amount (e.g. "$10,000"). Used in computed fees_display.
Fee UnitFee billing unit (e.g. "year", "month", "User"). Used in computed fees_display.year
Fee Is OtherWhether an alternative fee structure is usedfalse
Other Fee StructureDescription of alternative fee structure
Fee May IncreaseWhether fees may increase up to a cap percentage per renewalfalse
Fee Increase Cap PctMaximum percentage fees may increase per renewal (e.g. "5")
Fee Will IncreaseWhether fees will increase by a fixed percentage per renewalfalse
Fee Increase Fixed PctFixed percentage fees will increase per renewal (e.g. "3")
Fee Inclusive Of TaxesWhether fees are inclusive of taxes (modifies Standard Terms Section 4.1)false
Payment By InvoiceIf true, payment by invoice; if false, automatic paymenttrue
Payment FrequencyBilling frequency (e.g. "monthly", "quarterly", "annually")annually
Payment Terms DaysDays to pay after invoice (e.g. "30", "45"). Only for invoice payment30
Payment Due FromWhen payment terms start (e.g. "Customer's receipt of invoice")the invoice date
Fees Display[Computed] Fee structure text, derived from fee boolean fields and amounts
Payment Display[Computed] Payment process text, derived from payment_by_invoice and related fields
FieldDescriptionDefault
Effective Date Is Last SignatureIf true, effective date is date of last signature; if false, use custom datetrue
Custom Effective DateCustom effective date (only used when effective_date_is_last_signature is false)
Governing LawState, province, or country whose laws govern the agreementDelaware
JurisdictionCourts with jurisdiction over disputescourts located in New Castle County, Delaware
Has Additional WarrantiesWhether additional warranties beyond standard terms are includedfalse
Provider Warranty DescriptionAdditional warranties from provider
Customer Warranty DescriptionAdditional warranties from customer
Has InsuranceWhether insurance minimum requirements are includedfalse
Insurance DescriptionInsurance coverage requirements and minimums
Effective Date Display[Computed] Effective date text, derived from effective_date_is_last_signature and custom_effective_date

Liability

FieldDescriptionDefault
Has Covered ClaimsWhether indemnity covered claims are includedtrue
Has Provider Covered ClaimsWhether provider covered claims (IP indemnity) are includedtrue
Has Customer Covered ClaimsWhether customer covered claims (IP + restrictions indemnity) are includedtrue
General Cap Is MultiplierGeneral cap is Nx fees paid in prior 12 monthstrue
General Cap MultiplierMultiplier for fee-based general cap (e.g. "2")2
General Cap Is DollarGeneral cap is a fixed dollar amountfalse
General Cap DollarFixed dollar amount for general cap (e.g. "100,000")
General Cap Is Greater OfGeneral cap is the greater of a dollar amount or Nx feesfalse
General Cap Greater DollarDollar amount for greater-of general cap (e.g. "100,000")
General Cap Greater MultiplierMultiplier for greater-of general cap (e.g. "2")
Has Increased ClaimsWhether increased claims (supercap) provisions are includedfalse
Increased Claims DescriptionDescription of claims covered by the increased cap (supercap)
Increased Cap DescriptionDescription of the increased cap amount
Has Unlimited ClaimsWhether unlimited claims (no liability cap) are includedfalse
Unlimited Claims DescriptionDescription of claims excluded from liability cap
Covered Claims Display[Computed] Covered claims text, derived from provider/customer covered claims booleans
General Cap Display[Computed] General cap amount text, derived from cap type booleans and amounts

Privacy

FieldDescriptionDefault
Has DpaWhether a Data Processing Agreement is referencedfalse
Dpa ReferenceReference to or description of the DPA
Has Security PolicyWhether a security policy section is includedfalse
Security Policy DescriptionSecurity policy details or certification commitments

Signature Block

FieldDescriptionDefault
Provider Signatory TypeWhether the Provider signatory is an entity or individualentity
Provider Signatory NameFull legal name of the Provider's signatory
Provider Signatory TitleTitle/role of the Provider's signatory (entity only)
Provider Signatory CompanyCompany name for the Provider signatory (entity only)
Provider Signatory EmailNotice email address for the Provider
Customer Signatory TypeWhether the Customer signatory is an entity or individualentity
Customer Signatory NameFull legal name of the Customer's signatory
Customer Signatory TitleTitle/role of the Customer's signatory (entity only)
Customer Signatory CompanyCompany name for the Customer signatory (entity only)
Customer Signatory EmailNotice email address for the Customer

This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.

Based on the Common Paper Cloud Service Agreement, available at https://commonpaper.com. Licensed under CC BY 4.0. Copyright Common Paper, Inc.