Big Picture
What is Bonterms?
Bonterms is simplifying commercial contracting through Standard Agreements. Our enterprise Cloud Terms (with DPA and SLA Attachments), Professional Services Agreement (PSA) and Mutual NDA let the parties start from a balanced foundation and negotiate by Cover Page, not redlines. The Bonterms Platform will leverage our Standard Agreements to take collaborative dealmaking to the next level. Bonterms is lawyer-led and funded by XYZ Capital and Wilson Sonsini.
What are “Standard Agreements”?
Standard Agreements are neutral agreements that you and your counterparty choose to start from and then implement and customize by Cover Page. Bonterms Standard Agreements are drafted by a Committee, designed to be balanced between the parties and free to use.
Who writes your Standard Agreements?
Our Standard Agreements are drafted by our Committee and undergo multiple rounds of review and feedback to help ensure they reflect industry best-practices.
The Bonterms Professional Services Agreement went through seven drafts across eight months of Committee work. The Cloud Terms took six drafts, three sub-committees (Data, Risk and General Terms) and multiple meetings over seven months. The DPA took ten drafts, sub-specialists for EU, UK and US law, a 44-question survey and very intense discussions over six months. The Mutual NDA was relatively easy with four drafts over three months.
What do you mean by “balanced”?
By balanced we mean that our Standard Agreements are designed to meet the core needs of each party to a transaction but not favor either. Our Committee is comprised of lawyers representing both providers and customers and achieving balance is always a fundamental drafting priority.
Are your Standard Agreements “neutral”?
Yes. Our Standard Agreements are designed to meet the core needs of each party to the transaction but not favor either. Bonterms Standard Agreements are neutral by design and may be proposed by either party to a transaction.
Are your Standard Agreements “open source”?
What do you mean by “Review Once, Use Many”?
Our Standard Agreements are designed to be reviewed once by each party’s legal counsel and then modified as necessary for individual transactions through use of a Cover Page.
How long does it take a Committee of lawyers to draft a Standard Agreement?
The Bonterms Professional Services Agreement went through seven drafts across eight months of Committee work. The Cloud Terms took six drafts, three sub-committees (Data, Risk and General Terms) and multiple meetings over seven months. The DPA took ten drafts, sub-specialists for EU, UK and US law, a 44-question survey and very intense discussions over six months. The Mutual NDA was relatively easy with four drafts over three months.
Are Bonterms Standard Agreements free to use?
Yes.
Using Bonterms Standard Agreements
What’s the benefit of using a Standard Agreement?
No battle over whose form to use, no redlining and a negotiation focused on key deal points through the Cover Page.
How do I use your Standard Agreements?
See step-by-step guidance here.
What’s a Cover Page?
The document the parties sign to enter into the Cloud Terms, Professional Services Agreement or Mutual NDA. For the Data Protection Addendum (DPA), we call this a “DPA Setup Page.” More guidance here.
Do you provide example Cover Pages?
Yes. We provide example Cover Pages as Resources or you may create your own.
What are the “Resources”?
We provide certain “example” Resources in Word format, including Cover Pages, Orders and our Additional Terms Toolkit. These examples are provided to assist your implementation of our Standard Agreements. You may modify or otherwise use “example” resources as you see fit, but please remove the footer before sharing as your own work.
How do I make changes to the terms of a Standard Agreement?
You may add to or modify any of the terms of a Standard Agreement by reference on your Cover Page under Additional Terms. We show you how and provide examples in our Additional Terms Toolkit.
Can I redline a Standard Agreement?
Our Standard Agreements are designed to be implemented and modified through a Cover Page, not redlines. We show you how and provide examples in our Additional Terms Toolkit.
What are the “Explainers” for?
As everyone is not yet familiar with the benefits of Standard Agreements, we provide Explainers for you to send to your counterparty to help explain why you’ve chosen to use a Bonterms Standard Agreement. Feel free to use our Explainers (Cloud Terms, PSA, NDA) or create your own.
Do you ever release new versions of your Standard Agreements?
Yes, from time to time we may release new versions of a Standard Agreement. Each new version will be marked with a change in the version number. Prior versions will always remain available at their links from Bonterms.
Does release of a new version affect any prior version of a Standard Agreement I’ve already entered into?
No. The release of a new version of a Standard Agreement does not affect any prior version of the Standard Agreement you’ve already entered into. Each Cover Page states the specific version of the Standard Agreement that the parties are agreeing to and changing that would require signing a written amendment.
Can I attach a PDF copy of a Standard Agreement to my Cover Page?
Yes, and we show you how in our example Cover Pages. Some users prefer to attach a copy of the Standard Agreement instead of relying on a link.
Can I subscribe to notifications of new versions of a Standard Agreement?
Yes.
Cloud Terms and Attachments
How do I use the Cloud Terms?
Through a Cover Page. See step-by-step guidance here. You may call the Agreement you create using the Cloud Terms a “Cloud Services Agreement” or other name of your choice as designated on your Cover Page.
How do I enter into the Service Level Agreement (SLA)?
The Service Level Agreement (SLA) operates as an Attachment to an Agreement created using the Cloud Terms. The SLA is entered into by reference on your Cloud Terms Cover Page – guidance here.
Can I use my own Attachments?
Yes. You may link to or attach your own SLA, Support Policy, AUP, DPA or other Attachments by reference on your Cloud Terms Cover Page – guidance here.
Why are the Support Policy and Acceptable Use Policy provided as “examples”?
Because of the high degree of variability in these policies, Bonterms provides these forms as “examples” under the Resources tab and not as Standard Agreements. You are free to modify and use these examples as you see fit.
Data Protection Addendum (DPA)
How do I enter into the Data Protection Addendum (DPA)?
Through a DPA Setup Page. The DPA becomes an Attachment to an Agreement created using the Bonterms Cloud Terms. See step-by-step guidance here.
What data transfers is the DPA generally designed to cover?
The DPA is generally designed to cover a U.S.-based Provider (processor) interacting with a U.S. or global Customer (controller or processor) uploading personal data from U.S. or E.U. data subjects as part of its Customer Data under the Cloud Service.
How is the DPA structured between the main body and Schedules?
The main body of the DPA is designed to generally cover E.U./U.K. GDPR, Swiss and common U.S. state law data privacy principles. Cross-border transfers and U.S. state and other jurisdiction-specific issues may be addressed by the parties on Schedule 3 (Cross-Border Transfer Mechanisms) or Schedule 4 (Region-Specific Terms).
Why are the DPA Schedules provided as “examples”?
Because the Schedules must be customized to reflect the particulars of the transaction, and given the flux in the regulations themselves, we provide Schedules to the DPA under the Resources tab as “examples” in Word. You are free to create your own Schedules or start from the Bonterms examples and modify as you see fit.
What data transfers is the DPA not designed to cover?
The DPA is not designed to cover Provider’s use of personal data in its capacity as a controller (such as registration data) nor controller-controller transfers.
Can I use the DPA without using the Cloud Terms?
The Bonterms DPA is an Attachment to the Cloud Terms. This means it uses terms defined in the Cloud Terms (such as Affiliate, Agreement, Cloud Service, Customer Data, Order and Subscription Term) and relies on the larger contractual structure of the Cloud Terms (see, for example, the introduction to and Section 2.4 of the DPA and Sections 1, 5.3, 14.4, 16.5 and 22.10 of the Cloud Terms). Using the Bonterms DPA with a different underlying agreement would require a legal analysis of the differences with that agreement and, if a decision is made to proceed, drafting of any necessary corresponding provisions through a DPA Setup Page or other addendum.
Will the DPA work for my particular circumstances?
To understand if the DPA will work in any particular circumstance you should consult with a U.S. or global privacy lawyer, as applicable.
Professional Services Agreement (PSA)
How do I enter into the PSA?
Through a Cover Page. See step-by-step guidance here.
Why are you on Version 1.2 of the PSA?
We released Version 1.2 of the PSA to improve how we use a defined term after user feedback. You can see the specific changes in the Version History. You can read more about updates to our Standard Agreements generally here.
Mutual NDA
How do I enter into the Mutual NDA?
Through a Cover Page. See step-by-step guidance here.
Lawyers are Important
Do I need to have a lawyer review a Bonterms Standard Agreement or other resource?
Yes. Make sure to have a lawyer review any Bonterms Standard Agreement, Cover Page or other Bonterms resource before use in any circumstance.
Get Involved
How can I provide feedback on the Standard Agreements?
How can I participate in drafting or reviewing the Standard Agreements?
Not Legal Advice
Is this legal advice or a substitute for legal advice?
No. Bonterms provides self-service forms (which we call “Standard Agreements”) and general information intended to be used only with independent legal review. Make sure to have a lawyer review any Bonterms Standard Agreement, Cover Page or other resource before use in any circumstance. Bonterms is a service of Bonterms, Inc.; we are not a law firm. The information we provide is not a substitute for legal advice. Communications with us are not protected by attorney-client privilege or the duty of confidentiality. We do not review any information you provide us nor offer any opinions or advice about the appropriateness of the use of any Bonterms Standard Agreements or resources we provide in any particular circumstance. Your access to the Bonterms Standard Agreements and resources and our website is subject to our Terms of Service and Privacy Policy.
Is Bonterms a law firm or alternative legal services provider?
No.