The Language Library

Common Paper standard agreements cover most use cases, but sometimes you may want to modify one to suit your needs. Modifying an agreement is easy: just add your desired edit to the “Other changes” section in your Cover Page. Below are some common modifications listed by agreement type and topic.

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Affiliates

Share Confidential Information with affiliates

Modify Section 2 to add that representatives of a Receiving Party may include its affiliates that are controlled by or under common control with the Receiving Party.

Assignment

Permit assignment to any affiliate

Modify the second sentence of Section 11 to say: “Neither party may assign this MNDA without the prior written consent of the other party, except that either party may assign this MNDA to an affiliate controlled by or under common control with the assigning party, or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities.”

Prohibit all assignments

Replace the second sentence of Section 11 with: “Neither party may assign this MNDA without the prior written consent of the other party.”

Definition of Confidential Information

Specify particular item(s) as “Confidential Information”

Add after the first sentence in Section 1: “Without limiting the general definition of Confidential Information, [COMPANY] Confidential Information includes [list specific items].”

Residuals

Allow a potential investor to use residual information

Add at the end of Section 3: [COMPANY] (“Company”) acknowledges that [INVESTOR]’s (“Investor”) review of Company Confidential Information may enhance Investor’s knowledge and understanding of Company’s industry in a way that cannot be separated from Investor’s general knowledge. Company agrees that this NDA will not restrict Investor’s use of Residuals for the purchase, sale, consideration of, or decisions on investing in or serving on the board of other companies in the same industry, so long as Investor complies with its other obligations under this NDA. “Residuals” means information in non‑tangible form that is unintentionally remembered by an individual in their unaided memory and without reference to the Confidential Information.

Mutual right to use residual information

Add at the end of Section 3: In addition, each Disclosing Party agrees that this NDA will not restrict the Receiving Party’s use of Residuals, so long as the Receiving Party complies with its other obligations under this NDA. “Residuals” means information in non‑tangible form that is unintentionally remembered by an individual in their unaided memory and without reference to the Confidential Information.

Reverse engineering

Prohibit reverse engineering

Add at the end of Section 2: “In addition, the Receiving Party shall not reverse engineer, disassemble, or decompile any software or other tangible objects that embody the Disclosing Party’s Confidential Information and that are provided to the Receiving Party under this MNDA.”

Affiliates

Add Affiliates’ purposes as part of “internal business purposes”

Modify Section 1.1 to say: “During the Subscription Period and subject to the Use Limitations, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its or its Affiliates’ internal business purposes and only if Customer complies with the terms of this Agreement.”

Assignment

Prohibit all assignments

Replace Section 14.6 with: “Neither party may assign this Agreement without the prior written consent of the other party. Any attempted but non-permitted assignment is void.”

Permit assignment to any Affiliate

Replace the second sentence of Section 14.6 with: “However, either party may assign this Agreement upon notice to an Affiliate, or if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates.”

Governing Law and Chosen Courts

Add mandatory arbitration

Replace the second sentence of Section 14.3 with: “The parties will arbitrate any dispute about this Agreement in the state or county that encompasses the Chosen Courts, in English, and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.”

Payment & Fees

Include late payment penalty

Add at the end of Section 5.2: “If Customer does not pay undisputed fees within the Payment Period, Customer will pay interest on the overdue amounts at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is less. In addition, Customer will reimburse Provider for all costs of collection (including attorneys’ fees).”

Lock in pricing for first renewal

Add at the end of Section 5.1: “Provider will honor the Cloud Service fees in the Order Form for the first renewal of the Subscription Period.”

Termination

Right to terminate for convenience after set time period

Add at the end of Section 6.3: “In addition, after the first [12 months] of the Agreement, either party may terminate this Agreement for any reason or no reason by giving the other party [45] days prior notice.”

Assignment

Prohibit all assignments

Replace Section 7.7 with: “Neither party may assign this Agreement without the prior written consent of the other party. Any attempted but non-permitted assignment is void.”

Indemnity

Add intellectual property indemnity

Add as Section 6.3:

“(a) Provider will indemnify, defend, and hold harmless Partner from and against any action, proceeding, or claim made by someone other than Partner or Partner’s affiliates that the Product, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses that arise from the action, proceeding, or claim.

(b) Provider is only required to protect Partner if Partner: (i) promptly notifies the Provider of the action, proceeding, or claim; (ii) provides reasonable assistance to Provider at Provider’s expense; and (iii) gives Provider sole control over the defense and settlement of the action, proceeding, or claim. However, Partner may participate with its own attorneys only at its own expense and Provider may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts Partner without Partner’s consent.”

Liability

Add limitation of liability

Update Section 4 to be called “Disclaimer of Warranties and Limitation of Liability” and add as Section 4.2: “Each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than [ $ dollar amount ].”

Personal Data

Add Data Processing Agreement

Provider and Partner agreed to a [ Data Processing Agreement ] on [ date of DPA ], which controls each party’s rights and obligations about personal data. The terms of the [ Data Processing Agreement ] will control in the event of any conflict with this Agreement.