It might seem counterintuitive to see a guide to modifying standard agreements on this blog. After all, a key feature of the Common Paper standards is consistency – the committee designed them to be applicable across many different companies and situations, and they are.
This is a consideration for all standards, and different agreements handle it in different ways. For example, the Safe created by Y Combinator includes the following clause on the first page.
But there are things that vary from company to company and deal to deal, and those differences often need to be reflected in contracts. In fact, our committee baked the ability to change into the design of the agreements themselves.
Before we dive into approaches for modification, let’s quickly recap the anatomy of a Common Paper agreement (which we covered in detail in a previous post about agreement structure). Each agreement consists of two main components:
- Cover Page (contains variables and is designed to change)
- Standard Terms (consistent across all companies and deals)
Cover Page Variables
The cover page often reminds people of a term sheet, but it’s a component of the contract and is the primary mechanism for customization. It contains variables for the most commonly negotiated terms for each type of agreement. The variables are defined on the cover page and referenced in the standard terms. Take the Cloud Services Agreement (CSA) as an example. Instead of debating the language used to describe limitation of liability, parties can focus on negotiating the actual caps by changing the variables on the cover page: Is it 1x or 10x? $100,000 or $1,000,000?
This built-in flexibility covers the vast majority agreements. But what about when you need changes that don’t have a corresponding variable?
Other Changes to Standard Terms
At the bottom of the cover page, you’ll find a field labeled “Other Changes to Standard Terms.” This allows you to amend the terms by reference to specific sections rather than redlining, which is a common practice in B2B sales. It’s historically been done by companies who maintain standard online terms and then document customer-specific modifications at the bottom of the order form.
To help with these modifications, we maintain a Language Library with pre-written clauses for common changes, such as prohibiting training AI models on customer data.
Attachments
When you need to incorporate additional requirements that don’t fit neatly into the cover page format, attachments are another caption. Common examples include:
- Customer-specific policies (background checks, acceptable use, etc)
- Regulatory compliance agreements
- Region-specific requirements
Our data shows that the vast majority of agreements signed on our platform use some combination cover page variables, other changes to the standard terms, and attachments while keeping the Standard Terms intact.
Directly editing the standard terms
Sometimes, despite the flexibility offered by the three methods above, you might need to directly edit the Standard Terms. This most commonly happens for one of two reasons:
- Your customer proposes redlines to the standard terms and isn’t open to using another method
- Your deal requires a large number of changes, and reference-based editing becomes unwieldy
The standards are released under the Creative Commons CC BY 4.0 license. You can read the full text of the license, but basically, it means you can use them for any purpose and change them in almost any way. The two requirements are that you leave in attribution and indicate if any changes were made.
The standards already have that attribution baked in, with the name of the agreement and a link back to the standard terms. Here’s an example from the footer of the Mutual NDA:
If you do make direct edits, we recommend you leave in the links and change this language to something like: “Modified from the Common Paper Mutual NDA v1.0 Standard Terms” rather than labeled as the original standard terms themselves. This ensures that you satisfy both the attribution and indication of changes requirements.
Additionally, if you make changes to the standard terms but don’t call them out, your counterparty may view that as dishonest or trying to slip something past them.
This also applies if you’re creating a brand new agreement and just using a few of the clauses from the standards.
Best Practices for Modifications
To recap, when modifying agreements:
- Stick with cover page variables whenever possible
- Document changes or additions with the “Other changes to the standard terms” field or attachments
- Use the Language Library for common modifications or as inspiration for your own language
- Be transparent if you modify the Standard Terms
- Keep the attribution intact to comply with licensing requirements
Standards aren’t incompatible with customization – by working in the framework of the standards, contracting can be more efficient, transparent, and effective while being adapted to the specifics of your deal.