Bonterms is a company simplifying commercial contracting through Standard Agreements. Our enterprise Cloud Terms, SLA, DPA 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”?
We refer to our Cloud Terms, Service Level Agreement (SLA), Data Protection Addendum (DPA) and Mutual NDA as “Standard Agreements” because you implement and modify them through a Cover Page.
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.
What do you mean by “balanced”?
By balanced we mean that our Standard Agreements are intended to meet the needs of both parties to the transaction and not inherently favor either side. Our Standard Agreements are easily adjustable to meet the needs of each party through the Cover Page.
Are your Standard Agreements “open source”?
Our Standard Agreements are written and reviewed through a collaborative Committee process and released for free under the open source document license CC BY 4.0.
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 form?
Our Cloud Terms went through six drafts, three sub-committees (Data, Risk and General Terms) and meetings and surveys over seven months. Our DPA took ten drafts, three sub-committees, a 44-question survey and extensive discussions and revisions over six months. Our Mutual NDA was relatively easy with four drafts over three months.
Are Bonterms Standard Agreements free to use?
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.
The document the parties sign to enter into the Cloud Terms 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 not everyone is familiar with the benefits of Standard Agreements quite yet, we provide a Cloud Terms Explainer and NDA Explainer for you to send to your counterparty to help explain why you’ve chosen to use a Bonterms Standard Agreement. Feel free to use the Explainers we provide or create your own.
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.
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.
How can I provide feedback on the Standard Agreements?
Is this legal advice or a substitute for legal advice?
Is Bonterms a law firm or alternative legal services provider?