Non-Standard Terms Request Process

What Are Standard Terms?

Standard terms are those included in our approved Master Service Agreement (MSA), Order Form, and Product Schedules without modification. These have been pre-approved by Legal and Finance and can be executed without additional review.

What Requires Non-Standard Approval?

Any modification to the following requires non-standard term approval:

• Liability caps and limitations
• Indemnification obligations
• Data processing terms beyond standard DPA
• SLA modifications or custom penalties
• Termination rights (early termination, termination for convenience)
• Payment terms beyond Net 30
• Audit rights modifications
• Insurance requirement changes
• Intellectual property provisions
• Non-compete or exclusivity clauses
• Auto-renewal modifications
• Governing law or jurisdiction changes
• Assignment restrictions
• Custom security or compliance commitments

Low Risk (Green)

Medium Risk (Yellow)

High Risk (Red)

Step 1: Identify Non-Standard Requirements

Review customer redlines or requirements against our standard terms. Classify each deviation by risk level using the tables above.

Step 2: Complete Request Form

Submit the Non-Standard Terms Request through Salesforce:

1. Navigate to the Opportunity
2. Click "Legal Review Request"
3. Select "Non-Standard Terms"
4. Complete all required fields:
   • Customer name and deal size
   • Specific terms requested (copy exact language)
   • Business justification for each deviation
   • Risk level assessment
   • Alternative positions you've proposed
5. Attach customer's redlined contract
6. Submit for routing

Step 3: Legal Review

Legal will review and respond within the following SLAs:

Step 4: Negotiation Support

Legal will provide:

• Approved/denied status for each requested term
• Alternative language if request is denied
• Fallback positions for negotiation
• Call support for complex negotiations (upon request)

Extended Payment Terms

Standard: Net 30

Pre-Approved Alternative (Net 45):

"Payment is due within forty-five (45) days of invoice date. Invoices not disputed in writing within fifteen (15) days of receipt are deemed accepted."

Termination for Convenience

Standard: No termination for convenience

Pre-Approved Alternative:

"Customer may terminate this Agreement for convenience upon ninety (90) days prior written notice, subject to payment of an early termination fee equal to fifty percent (50%) of the remaining fees for the then-current term."

Enhanced SLA Credits

Standard: Per standard SLA exhibit

Pre-Approved Alternative (Enhanced):

"In addition to standard service credits, if monthly availability falls below 99.9%, Customer shall receive service credits equal to twenty percent (20%) of the monthly fee for the affected service. Maximum service credits shall not exceed fifty percent (50%) of monthly fees."

Increased Liability Cap

Standard: 12 months of fees paid

Pre-Approved Alternative:

"Notwithstanding anything to the contrary, NICE's total aggregate liability shall not exceed the greater of (a) the fees paid by Customer in the twelve (12) months preceding the claim, or (b) $[Deal ARR x 1.5]. This limitation shall not apply to NICE's indemnification obligations under Section [X]."