# Common Paper Cloud Service Agreement

A cloud service agreement with order form and framework terms, based on Common Paper's standard terms. Covers SaaS subscriptions, payment, SLAs, liability, and data processing. Includes full Standard Terms v2.1.

**Standard Terms:** https://commonpaper.com/standards/cloud-service-agreement/2.1

## Parties

| Field | Description | Default |
| --- | --- | --- |
| Provider Name | Name of the cloud service provider |  |
| Customer Name | Name of the customer |  |
| Provider Legal Name | Official legal entity name of provider (for signature block) |  |
| Customer Legal Name | Official legal entity name of customer (for signature block) |  |

## Terms

| Field | Description | Default |
| --- | --- | --- |
| Effective Date | Effective Date of Key Terms referenced in Order Form |  |
| Order Date Is Last Signature | If true, order date is date of last signature; if false, use custom_order_date | true |
| Custom Order Date | Custom start date (only used when order_date_is_last_signature is false) |  |
| Auto Renew | If true, order auto-renews with non-renewal notice; if false, expires at end | true |
| Non Renewal Notice Days | Days 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

| Field | Description | Default |
| --- | --- | --- |
| Cloud Service | Description of the cloud service / product |  |
| Has Pilot | Whether a pilot/trial period is included | false |
| Pilot Period | Length of pilot/trial period (e.g. "3 months") |  |
| Pilot Is Free | If true, pilot is a free trial; if false, pilot has a fee | true |
| Pilot Modifications | Modifications to the Agreement that apply only during the Pilot Period |  |
| Subscription Period | Length of access to the service (e.g. "12 months", "1 year") | 12 months |
| Has Use Limitations | Whether use limitations are specified | false |
| Use Limitations | Geographic restrictions, system requirements, or other use limitations |  |
| Has Technical Support | Whether technical support details are included | false |
| Technical Support | Description of included support and how to access it |  |
| Has Sla | Whether an SLA is included | false |
| Sla Description | Service Level Agreement details |  |
| Has Professional Services | Whether professional services are included | false |
| Professional Services Description | Professional services description or SOW reference |  |
| Pilot Fee Display | [Computed] Pilot fee text, derived from pilot_is_free and pilot_fee |  |

## Payment

| Field | Description | Default |
| --- | --- | --- |
| Pilot Fee | Fee for pilot period (e.g. "$500"). Only used when pilot_is_free is false |  |
| Fee Is Per Unit | Whether fees are per-unit pricing (amount per fee_unit) | true |
| Fees | Subscription fee amount (e.g. "$10,000"). Used in computed fees_display. |  |
| Fee Unit | Fee billing unit (e.g. "year", "month", "User"). Used in computed fees_display. | year |
| Fee Is Other | Whether an alternative fee structure is used | false |
| Other Fee Structure | Description of alternative fee structure |  |
| Fee May Increase | Whether fees may increase up to a cap percentage per renewal | false |
| Fee Increase Cap Pct | Maximum percentage fees may increase per renewal (e.g. "5") |  |
| Fee Will Increase | Whether fees will increase by a fixed percentage per renewal | false |
| Fee Increase Fixed Pct | Fixed percentage fees will increase per renewal (e.g. "3") |  |
| Fee Inclusive Of Taxes | Whether fees are inclusive of taxes (modifies Standard Terms Section 4.1) | false |
| Payment By Invoice | If true, payment by invoice; if false, automatic payment | true |
| Payment Frequency | Billing frequency (e.g. "monthly", "quarterly", "annually") | annually |
| Payment Terms Days | Days to pay after invoice (e.g. "30", "45"). Only for invoice payment | 30 |
| Payment Due From | When 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 |  |

## Legal

| Field | Description | Default |
| --- | --- | --- |
| Effective Date Is Last Signature | If true, effective date is date of last signature; if false, use custom date | true |
| Custom Effective Date | Custom effective date (only used when effective_date_is_last_signature is false) |  |
| Governing Law | State, province, or country whose laws govern the agreement | Delaware |
| Jurisdiction | Courts with jurisdiction over disputes | courts located in New Castle County, Delaware |
| Has Additional Warranties | Whether additional warranties beyond standard terms are included | false |
| Provider Warranty Description | Additional warranties from provider |  |
| Customer Warranty Description | Additional warranties from customer |  |
| Has Insurance | Whether insurance minimum requirements are included | false |
| Insurance Description | Insurance coverage requirements and minimums |  |
| Effective Date Display | [Computed] Effective date text, derived from effective_date_is_last_signature and custom_effective_date |  |

## Liability

| Field | Description | Default |
| --- | --- | --- |
| Has Covered Claims | Whether indemnity covered claims are included | true |
| Has Provider Covered Claims | Whether provider covered claims (IP indemnity) are included | true |
| Has Customer Covered Claims | Whether customer covered claims (IP + restrictions indemnity) are included | true |
| General Cap Is Multiplier | General cap is Nx fees paid in prior 12 months | true |
| General Cap Multiplier | Multiplier for fee-based general cap (e.g. "2") | 2 |
| General Cap Is Dollar | General cap is a fixed dollar amount | false |
| General Cap Dollar | Fixed dollar amount for general cap (e.g. "100,000") |  |
| General Cap Is Greater Of | General cap is the greater of a dollar amount or Nx fees | false |
| General Cap Greater Dollar | Dollar amount for greater-of general cap (e.g. "100,000") |  |
| General Cap Greater Multiplier | Multiplier for greater-of general cap (e.g. "2") |  |
| Has Increased Claims | Whether increased claims (supercap) provisions are included | false |
| Increased Claims Description | Description of claims covered by the increased cap (supercap) |  |
| Increased Cap Description | Description of the increased cap amount |  |
| Has Unlimited Claims | Whether unlimited claims (no liability cap) are included | false |
| Unlimited Claims Description | Description 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

| Field | Description | Default |
| --- | --- | --- |
| Has Dpa | Whether a Data Processing Agreement is referenced | false |
| Dpa Reference | Reference to or description of the DPA |  |
| Has Security Policy | Whether a security policy section is included | false |
| Security Policy Description | Security policy details or certification commitments |  |

## Signature Block

| Field | Description | Default |
| --- | --- | --- |
| Provider Signatory Type | Whether the Provider signatory is an entity or individual | entity |
| Provider Signatory Name | Full legal name of the Provider's signatory |  |
| Provider Signatory Title | Title/role of the Provider's signatory (entity only) |  |
| Provider Signatory Company | Company name for the Provider signatory (entity only) |  |
| Provider Signatory Email | Notice email address for the Provider |  |
| Customer Signatory Type | Whether the Customer signatory is an entity or individual | entity |
| Customer Signatory Name | Full legal name of the Customer's signatory |  |
| Customer Signatory Title | Title/role of the Customer's signatory (entity only) |  |
| Customer Signatory Company | Company name for the Customer signatory (entity only) |  |
| Customer Signatory Email | Notice email address for the Customer |  |

---

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

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