# Common Paper CSA With AI

A cloud service agreement with AI provisions, key terms, and standard terms, based on Common Paper's standard form. Extends the standard CSA with AI-specific terms covering model training, input/output rights, and AI usage policies.

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

## Parties

| Field | Description | Default |
| --- | --- | --- |
| Company Name | Company name (shown in header) |  |
| Provider Name | Name of the Provider |  |
| Customer Name | Name of the Customer |  |

## Terms

| Field | Description | Default |
| --- | --- | --- |
| Key Terms Effective Date | Effective Date of the Key Terms |  |
| Custom Start Date | Custom start date |  |
| Additional Warranty Provider Detail | Additional warranty text provided by the Provider |  |
| Additional Warranty Customer Detail | Additional warranty text provided by the Customer |  |
| Non Renewal Notice Days | Non-renewal notice days |  |
| No Auto Renew | Set to true when this Order Form does not automatically renew, modifying Section 5.1 of the Standard Terms. |  |

## Service

| Field | Description | Default |
| --- | --- | --- |
| Cloud Service | Description of the cloud service |  |
| Subscription Period | Length of access to the service |  |
| Pilot Period | Length of pilot/trial period |  |
| Use Limitations | Description of use limitations or prohibited uses of the Cloud Service |  |
| Sla Terms | Service level terms describing uptime commitments, remedies for SLA breaches, and refund policies |  |
| Technical Support | Description of support |  |
| Support Policy Reference | Reference to support policy |  |
| Professional Services Reference | SOW or PSA reference |  |
| Professional Services Description | Professional services description |  |
| Pilot Modifications | Set to true when modifications to the Agreement apply only during the Pilot Period. |  |
| Professional Services By Reference | Set to true when professional services are described by reference to an external SOW or PSA. |  |
| Professional Services Described | Set to true when professional services are described inline in the Order Form. |  |
| Ai Policy Reference | Reference to AI usage policy (URL or attached) |  |

## Payment

| Field | Description | Default |
| --- | --- | --- |
| Fees | Subscription fee amount |  |
| Fee Unit | Fee billing unit |  |
| Custom Fee Structure | Custom fee structure description (used with fee_is_other) |  |
| Professional Services Billing | How professional services fees will be billed |  |
| Fee Increase Max Percent | Maximum fee increase percentage per renewal (used with fee_may_increase) |  |
| Fee Increase Percent | Fee increase percentage per renewal (used with fee_will_increase) |  |
| Payment Frequency | Payment frequency |  |
| Payment Terms Days | Days to pay after invoice |  |
| Payment Due From | When payment terms start |  |
| Pilot Has Fee | Set to true when the Pilot Period has an associated fee (not a free trial). |  |
| Fee Is Per Unit | Set to true when fees are charged per unit (e.g., per user, per month). |  |
| Fee Is Other | Set to true when a custom fee structure applies. Describe in custom_fee_structure. |  |
| Fee May Increase | Set to true when fees may increase up to a specified percentage upon renewal. |  |
| Fee Will Increase | Set to true when fees will automatically increase upon renewal. |  |
| Fee Inclusive Of Taxes | Set to true when fees are inclusive of taxes, modifying Section 4.1 of the Standard Terms. |  |
| Payment By Invoice | Set to true when payment is by invoice (not automatic payment). |  |
| Professional Services Payment | Set to true when a separate payment process applies to professional services. |  |

## Liability

| Field | Description | Default |
| --- | --- | --- |
| Increased Claim Other Detail | Description of a custom Increased Claim category |  |
| Unlimited Claim Other Detail | Description of a custom Unlimited Claim category |  |
| General Cap Amount | General liability cap amount |  |
| Cap Multiplier | Liability cap multiplier |  |
| Increased Cap Amount | Increased liability cap amount |  |
| Greater Of Dollar | Greater-of dollar amount |  |
| Greater Of Multiplier | Greater-of multiplier |  |
| Has Provider Covered Claims | Set to true when Provider Covered Claims (IP indemnification) are included. |  |
| Has Customer Covered Claims | Set to true when Customer Covered Claims (IP and restrictions indemnification) are included. |  |
| General Cap Type | How the General Cap Amount (baseline liability limit) is calculated. "multiplier" uses a multiple of fees, "dollar" uses a fixed amount, "greater_of" uses the greater of a dollar amount or a multiple of fees. |  |
| Increased Cap Type | How the Increased Cap Amount (higher liability limit for Increased Claims) is calculated. Same options as general_cap_type. |  |
| Increased Claim Breach Privacy | Set to true when breach of Section 3 (Privacy & Security) should be classified as an Increased Claim with a higher liability cap. |  |
| Increased Claim Breach Conf | Set to true when breach of Section 10 (Confidentiality) should be classified as an Increased Claim (excluding data or security breaches). |  |
| Increased Claim Indemnification | Set to true when indemnification obligations for Covered Claims should be classified as an Increased Claim. |  |
| Increased Claim Breach Privacy Gross | Set to true when breach of Privacy & Security resulting from gross negligence is an Increased Claim. |  |
| Increased Claim Breach Conf Gross | Set to true when breach of Confidentiality resulting from gross negligence is an Increased Claim. |  |
| Increased Claim Other | Set to true to include a custom Increased Claim category. Specify in increased_claim_other_detail. |  |
| Unlimited Claim Indemnification | Set to true when indemnification for Covered Claims should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Breach Privacy Gross | Set to true when breach of Privacy & Security resulting from gross negligence should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Breach Conf Gross | Set to true when breach of Confidentiality resulting from gross negligence should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Breach Privacy | Set to true when breach of Section 3 (Privacy & Security) should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Breach Conf | Set to true when breach of Section 10 (Confidentiality) should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Other | Set to true to include a custom Unlimited Claim category. Specify in unlimited_claim_other_detail. |  |

## Security

| Field | Description | Default |
| --- | --- | --- |
| Other Security Certification | Name of additional security certification (e.g. "ISO 27701") |  |
| Security Reasonable Efforts | Set to true when Provider will use commercially reasonable efforts to secure the Cloud Service. |  |
| Has Security Policy | Set to true when Provider has a Security Policy available at the specified DPA reference URL. |  |
| Has Security Certifications | Set to true when Provider maintains annually updated security reports or certifications. |  |
| Cert Iso 27001 | Set to true when Provider holds ISO 27001 certification. |  |
| Cert Penetration Testing | Set to true when Provider performs regular penetration testing. |  |
| Cert Soc2 Type1 | Set to true when Provider holds SOC 2 Type I certification. |  |
| Cert Pci Level1 | Set to true when Provider holds PCI Level 1 certification. |  |
| Cert Soc2 Type2 | Set to true when Provider holds SOC 2 Type II certification. |  |
| Cert Pci Level2 | Set to true when Provider holds PCI Level 2 certification. |  |
| Cert Hitrust | Set to true when Provider holds HITRUST certification. |  |
| Cert Fedramp | Set to true when Provider holds FedRAMP Authorization. |  |
| Cert Other | Set to true to include an additional security certification. Specify the certification in other_security_certification. |  |

## Legal

| Field | Description | Default |
| --- | --- | --- |
| Custom Effective Date | Custom effective date |  |
| Governing Law | Governing law | Delaware |
| Jurisdiction | Jurisdiction | courts located in New Castle County, Delaware |
| Additional Warranty By Provider | Set to true when Provider is providing additional warranties beyond the Standard Terms. |  |
| Additional Warranty By Customer | Set to true when Customer is providing additional warranties beyond the Standard Terms. |  |
| Ai Additional Terms | Additional AI-specific terms |  |

## Privacy

| Field | Description | Default |
| --- | --- | --- |
| Dpa Reference | DPA reference |  |

## Insurance

| Field | Description | Default |
| --- | --- | --- |
| Insurance Commercial Liability | Set to true when Provider must carry commercial general liability insurance with a minimum limit. |  |
| Insurance Workers Comp | Set to true when Provider must carry workers' compensation or employers' liability insurance. |  |
| Insurance Errors Omissions | Set to true when Provider must carry errors and omissions or professional liability insurance. |  |
| Insurance Cyber | Set to true when Provider must carry cyber liability insurance with a minimum limit. |  |
| Insurance Additional Insured | Set to true when Provider's policies will cover Customer as additional insured. |  |
| Additional Insured Commercial | Set to true when Customer is additional insured on commercial general liability policy. |  |
| Additional Insured Eo | Set to true when Customer is additional insured on errors and omissions or professional liability policy. |  |
| Additional Insured Cyber | Set to true when Customer is additional insured on cyber liability policy. |  |

## AI Terms

| Field | Description | Default |
| --- | --- | --- |
| Ai Training Data None | Set to true when no customer data may be used as AI Training Data. |  |
| Ai Training Data Usage | Set to true when Usage Data may be used as AI Training Data. |  |
| Ai Training Data Feedback | Set to true when Feedback may be used as AI Training Data. |  |
| Ai Training Data Input | Set to true when Input may be used as AI Training Data. |  |
| Ai Training Data Output | Set to true when Output may be used as AI Training Data. |  |
| Ai Training Data User Prompts | Set to true when User prompts (excluding other Input components) may be used as AI Training Data. |  |
| Ai Training Data Customer Content | Set to true when Customer Content may be used as AI Training Data. |  |
| Ai Training Data Other | Set to true to include additional AI Training Data categories. Specify in ai_additional_terms. |  |
| Ai Training Data Aggregated | Set to true when Training Data must be aggregated before use. |  |
| Ai Training Data Deidentified | Set to true when Training Data must be de-identified before use. |  |
| Ai Training Data Deidentify Efforts | Set to true when Provider will use commercially reasonable efforts to de-identify Training Data using industry standard technology. |  |
| Ai Training Restrictions Other | Set to true to include additional AI Training Data restrictions. Specify in ai_additional_terms. |  |
| Ai Provider Covered Claims | Set to true when AI-specific Provider Covered Claims (Output IP infringement) are included in the AI Addendum. |  |
| Ai Customer Covered Claims | Set to true when AI-specific Customer Covered Claims (Input IP infringement and usage violations) are included in the AI Addendum. |  |
| Ai Acceptable Use Policy | Set to true when use of AI Services is subject to an Acceptable Use Policy at the specified ai_policy_reference. |  |

## 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 |  |

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Based on the Common Paper CSA With AI, 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._