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Undefined Variables and Missing Definitions

What it means when the Standard Terms reference a variable (like Increased Claims or Unlimited Claims) that isn't defined on the Cover Page, and how CSA 3.0 differs

Written by Mark Frantz

People are sometimes confused when they see a term, or variable, referenced in the Standard Terms that is not defined in the Cover Page of the agreement.

This means that the variable is optional. Most Common Paper agreements, including versions 1.x and 2.x of the Cloud Service Agreement, clarify that if a variable is undefined, then it is deemed "none" or "not applicable".

As an example, in CSA 2.1, the second sentence of the Definitions section, in 13.1, says:
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However, if the Order Form and the governing Framework Terms omit or do not define a Variable, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to that Agreement.

NOTE: Version 3.0 of the Cloud Service Agreement doesn't include this general rule. Instead, it has one specific carve-out in Section 9.1: if the Order Form and the governing Framework Terms don't define any Provider Covered Claims or Customer Covered Claims, the corresponding party has no indemnification obligations.

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