ORDER FORM
Cloud Service Agreement
Order Form The key business terms of this Order Form are as follows: | |
Framework Terms | [Drafting note: Fill in details about the applicable Key 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 | [Drafting note: Select one option and delete the other.] ( x ) Date of last signature on this Order Form ( ) [Fill in custom start date] |
Subscription details | |
Pilot | [Drafting note: This is an optional Variable. If there is no trial or pilot, delete this entire row.] 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. [Drafting note: If including a pilot, select one option.] ( ) Fee for Pilot Period: [fill in $ amount] ( ) Free trial [Drafting note: Some companies want to modify parts of the Standard Terms during a trial or pilot. Use this option to do so. See the example for common pilot modifications.] [ ] Modifications to the Agreement that apply only to the Pilot Period: [For example: - Sections 6.3 (Representations & Warranties from Provider), 6.4 (Provider Warranty Remedy), and 9 (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 $1,000 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] [Drafting note: The choices below are all optional and may be deleted if not applicable.] [ ] 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 | [Drafting note: Select one option and delete the other. The first option (Pay by invoice) requires Provider to send invoices to Customer and sets the time frame within which Customer must pay each invoice. The second option (Automatic billing) requires Customer to provide a credit card or other payment method that Provider can automatically charge at the agreed upon cadence.] ( ) 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 | [Drafting note: Select one option and delete the other. The first option preserves automatic renewal from the Standard Terms and defines how much advance notice of non-renewal must be given. The second option modifies the Standard Terms such that the contract does not automatically renew.] ( 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 | [Drafting note: This is an optional Variable. Delete the entire row if not applicable.] [Describe Use Limitations, such as geographic restrictions, system requirements, etc.] |
Technical Support | [Drafting note: This is an optional Variable. Delete the entire row if not applicable.] [Describe included support and/or how Customer can receive support] |
Additions and Modifications [Drafting note: All fields in Additions and Modifications are optional. Delete any rows that do not apply.] | |
SLA Service Level Agreement | This Order Form incorporates the Service Level Agreement Standard Terms available at https://commonpaper.com/standards/service-level-agreement/2.0/ with the below Variables. [Drafting note: Select and customize the details for Target Uptime to provide an uptime commitment. If not providing an uptime commitment, delete this part and only complete the part for Target Response Time below.] [ ] 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 [ # ]% [ # ]% [Drafting note: In order for downtime to count as “Scheduled Downtime” (and thus not calculated against the uptime), it must meet the below qualifications. Select one and delete the other. The first option sets maintenance windows during which scheduled downtime may occur (and any downtime outside of those times will count against uptime). The second option requires a minimum time of advance notice before scheduled downtime may occur (and any downtime that occurs without proper notice will count against uptime).] 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. [Drafting note: Select and customize the details for Target Response Time to provide a commitment around responding to support needs. If not providing a response time commitment, delete this part and only complete the part for Target Uptime above.] [ ] 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 support@companyname.com or visit www.companyname.com/helpdesk to submit a ticket ] |
Professional Services | [Drafting note: If providing professional services, use the first option to incorporate an existing SOW or professional services agreement or the second option to describe the professional services on this order form.] [ ] 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.] [Drafting note: If there are fees associated with the professional services, specify how and when Customer will pay those fees.] [ ] 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 Changes that apply for this Order Form only | [Drafting note: Use this area to add modifications that only apply to this Order Form.] |
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 |
Common Paper Cloud Service Agreement (Version 2.1) free to use under CC BY 4.0.