Cloud Service Agreement by Common Paper
The Common Paper Cloud Service Agreement (CSA) is a clear, structured contract that defines the terms for delivering, accessing, and supporting cloud-based software between providers and customers. It is part of CommonPaper’s widely trusted library of open, lawyer-vetted standard agreements.
Cloud Service Agreement
How to set up an agreement
Review the agreement, including the linked Standard Terms.
Review each variable on the Cover Page and fill in your details. Don’t forget to enter your company’s information in the signature block at the end.
Delete any optional variables, choices, or details that do not apply to you.
Delete all [informational text].
Remove this first page.
Send to your counterparty for review and signature.
Order Form
The key business terms of this Order Form are as follows:
Framework Terms | Fill in details about the applicable Key Terms. If the Key Terms are included in the same document, you can replace the first sentence with “This Order Form incorporates and is governed by the Framework Terms included below.”
|
Cloud Service | The Cloud Service available under this Order Form is [cloud service description]. |
Order Date | Select one option and delete the other. ( ) Date of last signature on this Order Form ( ) [custom start date] |
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About this template
What is this template?
This is a modular SaaS contract consisting of an Order Form, Key Terms, Standard Terms, and a Service Level Agreement. It is not a simple software license; it contains specific provisions for cloud-hosted services, including uptime monitoring and machine learning data rights.
When should you use it?
Use this document when selling or purchasing subscription-based cloud services that require specific performance commitments and variable liability caps. If the software is installed locally on customer hardware without a cloud component, use a Software License Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.1 | Access and Use | Customer may access the Cloud Service and use Documentation for internal business purposes during the defined Subscription Period. |
| 1.6 | Machine Learning | Provider may use aggregated and de-identified Customer Content to develop and train artificial intelligence or machine learning models. |
| 2.2 | Suspension | Provider may temporarily suspend access if a Customer account has an undisputed balance outstanding for more than 30 days. |
| 5.3 | Termination | Either party may terminate immediately if the other fails to cure a material breach within 30 days of notice. |
| 8.1 | Liability Caps | Liability is limited to a General Cap Amount, with higher Increased Cap Amounts possible for specified Increased Claims. |
| 9.1 | Protection by Provider | Provider indemnifies Customer against third-party Provider Covered Claims alleging the Cloud Service infringes intellectual property or proprietary rights. |
| SLA 3.1 | Uptime Credit | Customer is eligible for service credits if the Cloud Service availability falls below the specified Target Uptime percentage. |
Who it's for
- a cloud service provider issuing a standardized order form for SaaS subscriptions
- a business customer subscribing to a software product with an integrated uptime SLA
- a technology vendor using Customer Content to train machine learning models
- parties requiring tiered liability limits for data security or confidentiality breaches
How long it runs and how it's signed
Law it's drafted under
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