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Editing the Standard Terms

How you can and can't change the Standard Terms, and your options when you need different terms: a Custom Agreement built from your own terms, or adapting the Standard Terms under CC BY 4.0.

Written by Mark Frantz

Each Common Paper standard agreement consists of a cover page and standard terms. The cover page has customization options for a particular company and/or deal, but the standard terms don't. More on the structure of the agreements in this article.

The standard terms are designed to be immutable. Thousands of companies have reviewed and signed agreements that contain the standard terms, and keeping the standard terms the same allows those companies to review and sign new agreements with the same standard terms much faster. If you need terms that say something different, see If you need to change the Standard Terms themselves below.

The agreements can be customized while keeping the standard terms intact using variables in the cover page and the "Other Changes to the Standard Terms" section. You can see how in this article.

NOTE: When you use "Other Changes to the Standard Terms" to delete or modify a section - or apply a Language Library option - that section will still appear physically in the Standard Terms PDF. This is intentional. The standard terms can't be edited directly. Your cover page modification is what's legally binding; it supersedes the corresponding clause in the standard terms. For example, selecting "Prohibit AI Training" from the Language Library adds the restriction to your Cover Page but does not remove or replace the original clause in the Standard Terms PDF. (CSA v3 has no machine learning clause, so the Language Library doesn't offer that option for v3 agreements.) Counterparties who have previously reviewed Common Paper standard terms can see at a glance that the underlying terms haven't changed, while your cover page clearly documents the specific modification.

All that said, the agreements are released under the Creative Commons CC-BY 4.0 license. If you do download one of the agreements and make changes to the standard terms under the CC BY 4.0 license, we suggest that you describe the terms using language like "Derived from the Common Paper CSA v1.0 Standard Terms" rather than labeled as the original standard terms themselves. This will ensure your counterparty knows that they are reviewing something different from the original standard agreement and can't rely on the language being the same.

If you need to change the Standard Terms themselves

You can't edit the Standard Terms of a Common Paper standard agreement, but you aren't limited to them. If the cover page and "Other Changes to the Standard Terms" can't express what you need, you have two options:

  • Build a Custom Agreement. Write your own terms in Common Paper or upload them, and pair them with your own Cover Page. The agreement is still created, sent, negotiated, and signed in Common Paper like any other agreement. See Custom Agreements.

  • Adapt the Standard Terms under CC BY 4.0. Download the agreement and change the terms yourself, labeling them as derived from the Common Paper Standard Terms as described above.

Admins create Custom Agreements from the Templates page: click Add new template, then choose Set up a custom agreement under Write your own.

If your counterparty objects to linked Standard Terms

By default, Common Paper agreements reference the Standard Terms via a hyperlink rather than including them inline. Some counterparties prefer to receive the full terms as an attached document rather than a link.

To accommodate this:

  1. Download the agreement as a DOCX from the agreement details page.

  2. In the cover page (the yellow box at the top), find the language referencing the Standard Terms by link and change it to something like "the terms attached below" or "the Standard Terms attached hereto."

  3. Re-upload the modified DOCX to Common Paper and use the Collecting Signatures workflow to get both parties to sign.

NOTE: Once you re-upload the modified DOCX, Common Paper treats it as an external document. You won't be able to use Propose Changes or other native agreement features - only the signature collection workflow.

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