Sales & Licensing
Common Paper CSA Without SLA
A cloud service agreement with key terms and standard terms, based on Common Paper's standard form. Covers SaaS subscriptions, payment, liability, and data processing.
98 fields
CC-BY-4.0
Common Paper
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npx open-agreements fill common-paper-csa-without-sla -d values.json -o output.docxFields (98)
Parties
| Field | Type | Description |
|---|---|---|
Company Name |
string | Company name (shown in header) |
Provider Name |
string | Name of the Provider |
Customer Name |
string | Name of the Customer |
Terms
| Field | Type | Description |
|---|---|---|
Key Terms Effective Date |
string | Effective Date of the Key Terms |
Service
| Field | Type | Description |
|---|---|---|
Cloud Service |
string | Description of the cloud service |
Terms
| Field | Type | Description |
|---|---|---|
Custom Start Date |
string | Custom start date |
Service
| Field | Type | Description |
|---|---|---|
Subscription Period |
string | Length of access to the service |
Pilot Period |
string | Length of pilot/trial period |
Payment
| Field | Type | Description |
|---|---|---|
Fees |
string | Subscription fee amount |
Fee Unit |
string | Fee billing unit |
Custom Fee Structure |
string | Custom fee structure description (used with fee_is_other) |
Service
| Field | Type | Description |
|---|---|---|
Use Limitations |
string | Description of use limitations or prohibited uses of the Cloud Service |
Payment
| Field | Type | Description |
|---|---|---|
Professional Services Billing |
string | How professional services fees will be billed |
Fee Increase Max Percent |
string | Maximum fee increase percentage per renewal (used with fee_may_increase) |
Fee Increase Percent |
string | Fee increase percentage per renewal (used with fee_will_increase) |
Service
| Field | Type | Description |
|---|---|---|
Sla Terms |
string | Service level terms describing uptime commitments, remedies for SLA breaches, and refund policies |
Liability
| Field | Type | Description |
|---|---|---|
Increased Claim Other Detail |
string | Description of a custom Increased Claim category |
Unlimited Claim Other Detail |
string | Description of a custom Unlimited Claim category |
Terms
| Field | Type | Description |
|---|---|---|
Additional Warranty Provider Detail |
string | Additional warranty text provided by the Provider |
Additional Warranty Customer Detail |
string | Additional warranty text provided by the Customer |
Security
| Field | Type | Description |
|---|---|---|
Other Security Certification |
string | Name of additional security certification (e.g. "ISO 27701") |
Payment
| Field | Type | Description |
|---|---|---|
Payment Frequency |
string | Payment frequency |
Payment Terms Days |
string | Days to pay after invoice |
Payment Due From |
string | When payment terms start |
Terms
| Field | Type | Description |
|---|---|---|
Non Renewal Notice Days |
string | Non-renewal notice days |
Service
| Field | Type | Description |
|---|---|---|
Technical Support |
string | Description of support |
Support Policy Reference |
string | Reference to support policy |
Professional Services Reference |
string | SOW or PSA reference |
Professional Services Description |
string | Professional services description |
Legal
| Field | Type | Description |
|---|---|---|
Custom Effective Date |
string | Custom effective date |
Governing Law |
string | Governing law |
Jurisdiction |
string | Jurisdiction |
Liability
| Field | Type | Description |
|---|---|---|
General Cap Amount |
string | General liability cap amount |
Cap Multiplier |
string | Liability cap multiplier |
Increased Cap Amount |
string | Increased liability cap amount |
Greater Of Dollar |
string | Greater-of dollar amount |
Greater Of Multiplier |
string | Greater-of multiplier |
Privacy
| Field | Type | Description |
|---|---|---|
Dpa Reference |
string | DPA reference |
Payment
| Field | Type | Description |
|---|---|---|
Pilot Has Fee |
boolean | Set to true when the Pilot Period has an associated fee (not a free trial). |
Service
| Field | Type | Description |
|---|---|---|
Pilot Modifications |
boolean | Set to true when modifications to the Agreement apply only during the Pilot Period. |
Payment
| Field | Type | Description |
|---|---|---|
Fee Is Per Unit |
boolean | Set to true when fees are charged per unit (e.g., per user, per month). |
Fee Is Other |
boolean | Set to true when a custom fee structure applies. Describe in custom_fee_structure. |
Fee May Increase |
boolean | Set to true when fees may increase up to a specified percentage upon renewal. |
Fee Will Increase |
boolean | Set to true when fees will automatically increase upon renewal. |
Fee Inclusive Of Taxes |
boolean | Set to true when fees are inclusive of taxes, modifying Section 4.1 of the Standard Terms. |
Payment By Invoice |
boolean | Set to true when payment is by invoice (not automatic payment). |
Terms
| Field | Type | Description |
|---|---|---|
No Auto Renew |
boolean | Set to true when this Order Form does not automatically renew, modifying Section 5.1 of the Standard Terms. |
Service
| Field | Type | Description |
|---|---|---|
Professional Services By Reference |
boolean | Set to true when professional services are described by reference to an external SOW or PSA. |
Professional Services Described |
boolean | Set to true when professional services are described inline in the Order Form. |
Payment
| Field | Type | Description |
|---|---|---|
Professional Services Payment |
boolean | Set to true when a separate payment process applies to professional services. |
Liability
| Field | Type | Description |
|---|---|---|
Has Provider Covered Claims |
boolean | Set to true when Provider Covered Claims (IP indemnification) are included. |
Has Customer Covered Claims |
boolean | Set to true when Customer Covered Claims (IP and restrictions indemnification) are included. |
General Cap Type |
enum | 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 |
enum | How the Increased Cap Amount (higher liability limit for Increased Claims) is calculated. Same options as general_cap_type. |
Increased Claim Breach Privacy |
boolean | 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 |
boolean | Set to true when breach of Section 10 (Confidentiality) should be classified as an Increased Claim (excluding data or security breaches). |
Increased Claim Indemnification |
boolean | Set to true when indemnification obligations for Covered Claims should be classified as an Increased Claim. |
Increased Claim Breach Privacy Gross |
boolean | Set to true when breach of Privacy & Security resulting from gross negligence is an Increased Claim. |
Increased Claim Breach Conf Gross |
boolean | Set to true when breach of Confidentiality resulting from gross negligence is an Increased Claim. |
Increased Claim Other |
boolean | Set to true to include a custom Increased Claim category. Specify in increased_claim_other_detail. |
Unlimited Claim Indemnification |
boolean | Set to true when indemnification for Covered Claims should have no liability cap (Unlimited Claim). |
Unlimited Claim Breach Privacy Gross |
boolean | Set to true when breach of Privacy & Security resulting from gross negligence should have no liability cap (Unlimited Claim). |
Unlimited Claim Breach Conf Gross |
boolean | Set to true when breach of Confidentiality resulting from gross negligence should have no liability cap (Unlimited Claim). |
Unlimited Claim Breach Privacy |
boolean | Set to true when breach of Section 3 (Privacy & Security) should have no liability cap (Unlimited Claim). |
Unlimited Claim Breach Conf |
boolean | Set to true when breach of Section 10 (Confidentiality) should have no liability cap (Unlimited Claim). |
Unlimited Claim Other |
boolean | Set to true to include a custom Unlimited Claim category. Specify in unlimited_claim_other_detail. |
Legal
| Field | Type | Description |
|---|---|---|
Additional Warranty By Provider |
boolean | Set to true when Provider is providing additional warranties beyond the Standard Terms. |
Additional Warranty By Customer |
boolean | Set to true when Customer is providing additional warranties beyond the Standard Terms. |
Security
| Field | Type | Description |
|---|---|---|
Security Reasonable Efforts |
boolean | Set to true when Provider will use commercially reasonable efforts to secure the Cloud Service. |
Has Security Policy |
boolean | Set to true when Provider has a Security Policy available at the specified DPA reference URL. |
Has Security Certifications |
boolean | Set to true when Provider maintains annually updated security reports or certifications. |
Cert Iso 27001 |
boolean | Set to true when Provider holds ISO 27001 certification. |
Cert Penetration Testing |
boolean | Set to true when Provider performs regular penetration testing. |
Cert Soc2 Type1 |
boolean | Set to true when Provider holds SOC 2 Type I certification. |
Cert Pci Level1 |
boolean | Set to true when Provider holds PCI Level 1 certification. |
Cert Soc2 Type2 |
boolean | Set to true when Provider holds SOC 2 Type II certification. |
Cert Pci Level2 |
boolean | Set to true when Provider holds PCI Level 2 certification. |
Cert Hitrust |
boolean | Set to true when Provider holds HITRUST certification. |
Cert Fedramp |
boolean | Set to true when Provider holds FedRAMP Authorization. |
Cert Other |
boolean | Set to true to include an additional security certification. Specify the certification in other_security_certification. |
Insurance
| Field | Type | Description |
|---|---|---|
Insurance Commercial Liability |
boolean | Set to true when Provider must carry commercial general liability insurance with a minimum limit. |
Insurance Workers Comp |
boolean | Set to true when Provider must carry workers' compensation or employers' liability insurance. |
Insurance Errors Omissions |
boolean | Set to true when Provider must carry errors and omissions or professional liability insurance. |
Insurance Cyber |
boolean | Set to true when Provider must carry cyber liability insurance with a minimum limit. |
Insurance Additional Insured |
boolean | Set to true when Provider's policies will cover Customer as additional insured. |
Additional Insured Commercial |
boolean | Set to true when Customer is additional insured on commercial general liability policy. |
Additional Insured Eo |
boolean | Set to true when Customer is additional insured on errors and omissions or professional liability policy. |
Additional Insured Cyber |
boolean | Set to true when Customer is additional insured on cyber liability policy. |
Signature Block
| Field | Type | Description |
|---|---|---|
Provider Signatory Type |
enum | Whether the Provider signatory is an entity or individual |
Provider Signatory Name |
string | Full legal name of the Provider's signatory |
Provider Signatory Title |
string | Title/role of the Provider's signatory (entity only) |
Provider Signatory Company |
string | Company name for the Provider signatory (entity only) |
Provider Signatory Email |
string | Notice email address for the Provider |
Customer Signatory Type |
enum | Whether the Customer signatory is an entity or individual |
Customer Signatory Name |
string | Full legal name of the Customer's signatory |
Customer Signatory Title |
string | Title/role of the Customer's signatory (entity only) |
Customer Signatory Company |
string | Company name for the Customer signatory (entity only) |
Customer Signatory Email |
string | Notice email address for the Customer |
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