An MTA governs the transfer of tangible research materials between organizations. This playbook highlights confidentiality, permitted use, and ownership of resulting data or inventions.
Why This Matters: Vague or unfavorable payment terms can cause cash flow issues, disputes, and financial exposure.
Negotiation strategy
If you're the Provider:
Negotiate clear payment triggers and ensure milestone-based invoicing to maintain cash flow. Insist on caps for price escalation to avoid unexpected financial burdens.
If you're the Recipient:
Ensure that payment terms are favorable and allow for flexibility in price adjustments. Provide detailed documentation to justify any price increases.
Essential elements
1
Payment Schedule
Defines timing of payments.
2
Invoicing Procedures
Details invoice submission process.
3
Price Adjustments
Conditions for changing prices.
Action framework
ACCEPT
Propose edits if payment terms are unclear or lack milestone definitions.
EDIT
Reject clauses that allow unlimited price escalation or vague payment terms.
ADD
Add clauses for milestone-based invoicing and caps on price escalation.
PRO TIP
Always ensure payment terms are aligned with your financial strategy and market conditions.
Example clauses
FAVORABLE
Preferred Payment Triggers
"The payment obligations of the Buyer shall be triggered upon the completion of specific milestones as outlined in Schedule A. Each milestone shall be clearly defined, and the Seller shall provide written confirmation of the completion of each milestone to the Buyer. Payment shall be due within thirty (30) days of receipt of such confirmation."
NEUTRAL
Standard Invoicing Terms
"Invoices shall be submitted monthly and must include all relevant details as per the contract."
UNFAVORABLE
Uncapped Price Escalation
"The Seller may adjust prices at their discretion without prior notice to the Buyer."
Fallbacks
High-Volume Contracts
In high-volume contracts, ensure payment terms are scalable and include volume discounts to incentivize larger orders.
International Transactions
Consider currency fluctuations and include clauses for currency adjustment to mitigate financial risk.
Long-Term Agreements
In long-term agreements, include periodic reviews of payment terms to ensure they remain fair and competitive.
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