Cloud Service Agreement

Order Form

Framework Terms

This Order Form incorporates and is governed by the Framework Terms dated [enter Effective Date of Key Terms] between [enter name of Provider] and [enter name of Customer]. If there is any inconsistency between this Order Form and the Framework Terms, this Order Form will control for this Agreement.

Cloud Service

The Cloud Service available under this Order Form is [description of the product].

Order Date

The date access to the Cloud Service starts

- ( x ) Date of last signature on this Order Form

- ( ) [Fill in custom start date]

Subscription Details

Pilot

Customer may access the Cloud Service for a limited [fill in length of pilot/trial e.g. 3 months] trial ("Pilot Period"). The Subscription Period will automatically start following the Pilot Period.

- ( ) Fee for Pilot Period: [fill in $ amount]

- ( ) Free trial

- [ ] Modifications to the Agreement that apply only to the Pilot Period:

- Sections 7.3 (Representations & Warranties from Provider), 7.4 (Provider Warranty Remedy), and 10 (Indemnification) do not apply during the Pilot Period.

- There are no Increased Claims or Unlimited Claims during the Pilot Period.

- The General Cap Amount is $1000 for all claims that arise during the Pilot Period.

- Either party may immediately terminate the Agreement during the Pilot Period for any or no reason by giving notice to the other party.

Subscription Period

[Fill in length of access e.g. 12 months]

Cloud Service Fees

- [ ] [fill in $ amount] per [year, month, Subscription Period, User, gigabyte, etc.]

- [ ] Other fee structure: [fill in]

- [ ] Fees may increase up to [ ]% per renewal.

- [ ] Fees will increase [ ]% per renewal.

- [ ] Modifying Section 4.1 of the Standard Terms, Fees are inclusive of taxes.

Payment Process

- ( ) Pay by invoice

Provider will invoice Customer [monthly | quarterly | annually | once per Subscription Period].

Customer will pay each invoice within [ # ] days from [Customer's receipt of invoice | the invoice date].

- ( ) Automatic payment

Customer authorizes Provider to bill and charge Customer's payment method on file [monthly | quarterly | annually | once per Subscription Period] for immediate payment or deduction without further approval.

Auto-renewal

- ( x ) Non-Renewal Notice Date: At least [fill in number] days before the end of the current Subscription Period

- ( ) Modifying Section 5.1 of the Standard Terms, this Order Form does not automatically renew and will expire at the end of the Subscription Period.

Use Limitations

[Describe Use Limitations such as geographic restrictions, system requirements, etc.]

Technical Support

[Describe included support and/or how Customer can receive support]

Additions and Modifications

SLA

This Order Form incorporates the Service Level Agreement Standard Terms available at [Service Level Agreement URL] with the below Variables.

- [ ] Target Uptime: [__]%

- The Uptime Credit will be calculated as outlined in the table below:

| Actual Uptime Percentage | Percentage of monthly Cloud Service Fee |

|--------------------------|-----------------------------------------|

| [ # ]% to Target Uptime | [ # ]% |

| [ # ]% to [ # ]% | [ # ]% |

| [ # ]% to [ # ]% | [ # ]% |

| under [ # ]% | [ # ]% |

- Scheduled Downtime means time periods where the Cloud Service is not available to Customer:

- ( ) because Provider is performing routine or scheduled maintenance during the following time windows:

[start time] to [end time] [time zone] during [days of the week]

- ( ) following written notice (including by email, on the Cloud Service, or on Provider's website) given at least [fill in number] [choose 1: hours | days] before the period of unavailability.

- [ ] Target Response Time: [fill in number] [minutes | hours | days]

- The Response Time Credit will be [__]% of the monthly Cloud Service Fee for each time Provider fails to meet the Target Response Time.

- Support Channel: [fill in how customers request support or file an incident ticket e.g. email [email protected] or visit www.companyname.com/helpdesk to submit a ticket]

Professional Services

- ( ) Provider will provide professional services according to the [attached SOW or reference PSA].

- ( ) Provider will provide the following professional services: [description of professional services including any fees that may be assessed.]

- [ ] Payment Process for these services: [describe how services fees will be billed, for example, "Invoices for these services will be sent monthly."]

Customer will reasonably cooperate with Provider to allow the performance of the services described above, including providing Customer Content as needed. Provider is not responsible for any inability to perform these services if Customer does not cooperate as reasonably requested.

Other Changes to Standard Terms

[Fill in]

By signing this Order Form, each party agrees to enter into this Order Form.

PROVIDER: [official company name]

CUSTOMER: [official company name]

Signature

______________________________

Print Name

______________________________

Title

______________________________

Notice Address

[Use email or postal address]

Date

______________________________

Cloud Service Agreement

USING THE FRAMEWORK TERMS

The Framework Terms have 2 parts:

The Key Terms below (including any attached or referenced policies and documents)

The Common Paper Cloud Service Standard Terms Version 2.0 posted at [commonpaper.com/standards/cloud-service-agreement/2.0](https://commonpaper.com/standards/cloud-service-agreement/2.0) which are incorporated by reference.

If there is any inconsistency between the parts of the Framework Terms, the Key Terms will control over the Standard Terms. Capitalized words have the meanings or descriptions given in the Cover Page or Standard Terms.

Key Terms

The key legal terms of this Agreement are as follows:

Effective Date

The date the Framework Terms start

- ( x ) Date of last Cover Page signature

- ( ) [Fill in custom Effective Date]

Governing Law

The laws of [fill in state, province, and/or country]

Chosen Courts

The courts (whether state, federal, or otherwise) located in [fill in state, province, and/or county]

Covered Claims

- [ x ] Provider Covered Claims: [Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.]

- [ x ] Customer Covered Claims: [Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).]

General Cap Amount

- [ x ] [Fill in a number]x the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim

- [ ] $[Fill in dollar amount]

- [ ] The greater of $[fill in dollar amount] or [fill in a number]x the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim

Increased Claims

- [ x ] Breach of Section 3 (Privacy & Security)

- [ x ] Breach of Section 10 (Confidentiality) (however excluding any data or security breaches)

- [ ] An Indemnifying Party’s indemnification obligation

- [ ] Breach of Section 3 (Privacy & Security) resulting from gross negligence or willful misconduct

- [ ] Breach of Section 10 (Confidentiality) resulting from gross negligence or willful misconduct (however excluding any data or security breaches)

- [ ] Other: [fill in]

Increased Cap Amount

- [ x ] [Fill in a number other than 1]x the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim.

- [ ] $[Fill in dollar amount]

- [ ] The greater of $[fill in dollar amount] or [fill in a number]x the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim.

Unlimited Claims

- [ x ] An Indemnifying Party’s indemnification obligation

- [ ] Breach of Section 3 (Privacy & Security) resulting from gross negligence or willful misconduct

- [ ] Breach of Section 10 (Confidentiality) resulting from gross negligence or willful misconduct (however excluding any data or security breaches)

- [ ] Breach of Section 3 (Privacy & Security)

- [ ] Breach of Section 10 (Confidentiality) (however excluding any data or security breaches)

- [ ] Other: [fill in]

Additional Warranties

- [ ] By Provider: [fill in]

- [ ] By Customer: [fill in]

Attachments, Supplements, & Modifications

DPA

Data Processing Agreement

- [Attach or describe where to find.]

Security Policy

- [ x ] Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use, and other unlawful tampering.

- [ ] Provider will comply with the Security Policy available at [describe where to find].

- [ ] Provider will maintain annually updated reports or annual certifications of compliance with the following:

- [ ] ISO 27001

- [ ] Penetration testing

- [ ] SOC 2 Type I

- [ ] PCI Level 1

- [ ] SOC 2 Type II

- [ ] PCI Level 2

- [ ] HITRUST

- [ ] FedRAMP Authorized

- [ ] Other: [fill in]

Insurance Minimums

During the Subscription Period and for six months after, Provider will carry commercial insurance policies with coverage limits that meet the Insurance Minimums below:

- [ ] Commercial general liability with a minimum limit for each occurrence of at least $[dollar amount] and at least $[dollar amount] in the aggregate

- [ ] Workers’ compensation or employers' liability insurance as required by Applicable Laws

- [ ] Errors and omissions or professional liability with a minimum limit for each occurrence of at least $[dollar amount] and at least $[dollar amount] in the aggregate

- [ ] Cyber liability insurance with a minimum limit for each occurrence of at least $[dollar amount] and at least $[dollar amount] in the aggregate

Upon request, Provider will give Customer a certificate of insurance evidencing its insurance policies that meet the Insurance Minimums. Provider’s insurance policies will not be considered as evidence of Provider’s liability.

- [ ] The following of Provider’s policies will cover Customer as additional insured:

- [ ] Commercial general liability

- [ ] Errors and omissions or professional liability

- [ ] Cyber liability

Other Changes to Standard Terms

Provider and Customer have not changed the Standard Terms except for the details in the Key Terms above. By signing this Cover Page, each party agrees to enter into the Framework Terms.

PROVIDER: [official company name]

CUSTOMER: [official company name]

Signature

______________________________

Print Name

______________________________

Title

______________________________

Notice Address

[Use email or postal address]

Date

______________________________