Commercial B2B Contracts

Standard-form B2B contracts,
adapted — never improvised.

NDAs, MSAs, SaaS agreements, SOWs, SLAs, DPAs, and vendor contracts, built on the industry's standard forms and shaped to your deal through the terms that actually change — parties, purpose, term, governing law. The legal language stays the language the market already trusts.

See Pricing

Draft your first contract at no cost. No credit card required.

Counsel review is recommended before execution.

7
contract types live today
0
clauses written by a model
100%
of clauses quoted from the form

Every clause traces back to a published form

A liability cap drifts between the MSA and its order form. A renewal notice runs from the wrong date because a clause was edited and the cross-reference was not. A model paraphrases an indemnity and quietly narrows the defense obligation. These are the failures that opposing counsel finds on the redline, and they cost the relationship time on a deal that should already be signed.

OpenShut assembles each contract from a current US standard form, reproduces the operative language word for word, and computes the fee schedules, caps, and notice dates in code from the terms you enter. When a reviewer opens a provision, it reads as the published form wrote it, and every number reconciles to the input that produced it.

Assembled from Common Paper source forms

  • Common Paper
  • Uniform Commercial Code
  • CCPA and CPRA
  • Delaware General Corporation Law
  • State privacy statutes
  • Restatement of Contracts

Seven contract types, all live

Each type carries its own clause set, computed figures, and the US law that governs it. Expand any one for the scope of what the platform produces.

Master Service Agreement (MSA)

FrameworkLive

The governing relationship between two businesses across every engagement that follows. The platform builds the order of precedence, payment and net-terms schedule, intellectual property ownership and license grants, confidentiality, indemnification, the limitation-of-liability cap stated as a multiple of fees paid, insurance minimums, and the termination and survival provisions. The standard form is reproduced clause for clause, and the commercial figures are set from your inputs.

Statement of Work (SOW)

EngagementLive

The deliverables, milestones, and pricing for a single engagement that sits under an executed MSA. Fixed-fee, time-and-materials, and milestone-based structures are supported, with the payment schedule, acceptance criteria, and the not-to-exceed amount calculated from the rates and quantities you enter. The SOW incorporates the master agreement by reference so the precedence and liability terms carry through without restatement.

SaaS / Cloud Service Agreement

SubscriptionLive

The subscription terms for software delivered as a service, covering the access grant, the subscription and overage fee schedule, the order form, usage and seat limits, uptime commitments, support tiers, data ownership and return on termination, and the auto-renewal and price-increase mechanics. Annual and monthly billing are computed from the plan and seat count, and the renewal and notice windows are set to the dates you provide.

Service Level Agreement (SLA)

PerformanceLive

The measurable performance standard that attaches to a SaaS or services contract. Uptime percentages, the maintenance-window exclusions, response and resolution targets by severity, and the service-credit table are built from the thresholds you set, with each credit tier computed as a percentage of the monthly fee. The measurement method and the credit-claim procedure are stated so the remedy is concrete and enforceable.

Mutual NDA

ConfidentialityLive

Two-way protection for confidential information exchanged while parties evaluate a transaction or a relationship. The definition of confidential information, the permitted-use and need-to-know limits, the standard exclusions, the return-or-destroy obligation, and the confidentiality term running from disclosure are assembled from the standard form, with the term length and the residuals treatment set to what you select.

Data Processing Addendum (DPA)

PrivacyLive

The privacy and data-protection terms that attach to any agreement under which one party processes personal information for the other. Controller and processor roles, processing purpose and duration, the security-measures schedule, sub-processor approval and flow-down, breach-notification timing, and audit rights are produced from the standard form, scoped to the US state privacy statutes (CCPA and CPRA among them) that apply to your data and your parties.

Vendor Supply Contract

ProcurementLive

The supply terms between a buyer and a supplier of goods or services, covering the order and forecasting mechanics, pricing and the most-favored-customer provision where elected, delivery and title transfer under the UCC, acceptance and rejection, warranties, the limitation of liability, and the term and renewal. Volume pricing and the payment-discount schedule are computed from the quantities and rates you enter.

The clauses that decide the redline

The platform draws the provisions each agreement requires and sets the negotiated terms inside them from your inputs. These are the clauses a counterparty's counsel reads first.

Order of PrecedenceWhich document controls when the MSA, an order form, and a SOW conflict on the same term
Payment and Net TermsInvoicing cadence, net-day windows, late-payment interest, and the dispute procedure
Limitation of LiabilityThe cap stated as a multiple of fees paid, with the carve-outs that sit outside it
Intellectual PropertyOwnership of deliverables, background IP, and the license grants between the parties
IndemnificationThe defense and indemnity obligations for third-party and IP infringement claims
ConfidentialityThe definition, the permitted use, the exclusions, and the survival period
Warranties and DisclaimersThe express performance warranties and the disclaimer of all others
Insurance RequirementsCoverage types and minimum limits the counterparty must carry and evidence
Term and RenewalInitial term, auto-renewal, the notice window, and the price-increase mechanics
Termination and SurvivalTermination for cause and convenience, and the clauses that outlive the contract
Service CreditsThe credit table tied to each uptime or response threshold, as a percentage of fee
Data ProtectionProcessor obligations, sub-processor flow-down, and breach-notification timing
Governing Law and VenueThe chosen US state law and the forum for disputes, set to your election
AssignmentWhether each party may assign, and the change-of-control treatment

Your entity name, signatory, notice address, and governing-law election are drawn from your organization profile and entered automatically. You can revise them at any time in Settings.

The numbers are computed in code

Enter the rates, quantities, and dates, and the platform builds the fee tables, caps, and schedules in code so each one reconciles to the input it came from.

Fees and schedules

Subscription and overage totals from plan and seat count. Time-and-materials and milestone draws from rates and quantities. Volume and most-favored-customer pricing. Annual-versus-monthly billing reconciled to the order form.

Caps and credits

The liability cap stated as a multiple of fees paid over the trailing period. The service-credit table by uptime and response threshold, each tier a percentage of the monthly fee. Late-payment interest accrued to the net-day window.

Terms and dates

Initial term, auto-renewal, and the renewal-notice deadline counted back from the expiration date. Confidentiality and survival periods running from disclosure. Breach-notification windows measured in the hours the standard requires.

01

Choose the agreement

Select the Mutual NDA, MSA, SOW, SLA, SaaS/Cloud Service Agreement, DPA, or Vendor Supply Contract the deal calls for.

02

Enter the terms

Parties, fees, caps, term lengths, and the governing state, with the rest drawn from your organization profile.

03

Download the contract

The assembled agreement, clauses quoted from the form and figures computed, ready for signature.

What you supply, what you receive

The inputs you enter and the contract the platform returns.

You provide

Parties and jurisdiction

  • Your entity and the counterparty (required)
  • Signatory and notice address
  • Governing state law and venue

Commercial terms

  • Contract type: Mutual NDA, MSA, SOW, SLA, SaaS/Cloud Service Agreement, DPA, or Vendor Supply Contract
  • Fees, rates, and the billing cadence
  • Pricing model: fixed-fee, time-and-materials, milestone, or subscription
  • Liability cap as a multiple of fees paid
  • Initial term and the renewal-notice window
  • Uptime and response thresholds (for an SLA)
  • Processing scope and sub-processors (for a DPA)

Set per contract type

  • The MSA an SOW is written to sit under
  • The order form and pricing the subscription runs on
  • The insurance and security minimums the counterparty must meet
  • The residuals and survival treatment on an NDA

You get back

The signed-ready agreement

  • Master Service Agreement (MSA)
  • Statement of Work (SOW)
  • SaaS / Cloud Service Agreement
  • Service Level Agreement (SLA)
  • Mutual NDA
  • Data Processing Addendum (DPA)
  • Vendor Supply Contract

Computed inside the document

  • Fee tables and the payment schedule
  • The liability cap and its carve-outs
  • The service-credit table by threshold
  • Renewal and notice dates from the expiration
  • Confidentiality and survival periods
  • Volume and most-favored-customer pricing

Delivered with the contract

  • Word (.docx) export, ready for signature
  • Signature tracking without leaving the platform
  • The audit trail behind each clause and figure

Each clause records the standard form it was drawn from and the input that set its figures, and a data processing addendum is scoped to the US state privacy statutes that govern your parties, all retained in the audit trail.

Read a finished contract on your own terms.

Draft a sample MSA, SaaS/Cloud Service Agreement, or DPA and check every clause against its source form and every figure against your inputs.

See Pricing