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
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 and 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."
Fees
Make Fees non-refundable
Add at the end of Section 2.1: "Fees are non-refundable."
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.
Account Mapping
Allow account mapping by third party vendor
The parties wish to engage in account mapping activities to explore potential business opportunities. Account mapping may involve disclosing certain Confidential Information to third party vendor(s) that will run analytics on the parties’ collective Confidential Information for the purpose of returning analytics of that data back to the parties. These analytics may include identifying mutual customers and prospective customers of the parties (the “Mapped Accounts”). For the avoidance of doubt, each party’s use of any third party software will be subject to any applicable terms between that party and the vendor. The fact that any company is a customer of the other party by evidence of its inclusion in the Mapped Accounts is the other party’s Confidential Information under this MNDA.
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.”
Account Mapping
Continue existing account mapping
Company and Partner entered into a Mutual Non-Disclosure Agreement dated [ XX ] ("NDA"). Despite Section 12.1 of the Standard Terms of this Agreement, the NDA will continue to apply to information shared under that NDA for account mapping purposes.
Assignment
Permit assignment for corporate transaction
Add after the first sentence of Section 12.6: "However, either party may assign this Agreement upon notice 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."
Logo Rights
Unilateral logo right
Add as Section 3.5: "Logo Rights. [Company / Partner] may identify [Partner / Company] as a "partner" and for other reference purposes on its website and other sales and marketing materials."
Mutual logo rights
Add as Section 3.5: “Logo Rights. Each party may identify the other party as a “partner” and for other reference purposes on its website and other sales and marketing materials.”
Termination
Add termination for convenience
Add as Section 6.2(d): "In addition, either party may terminate this Agreement on [30] days notice for any or no reason."