10
PLAYBOOK TEMPLATES

Material Transfer Agreement (MTA)

An MTA governs the transfer of tangible research materials between organizations. This playbook highlights confidentiality, permitted use, and ownership of resulting data or inventions.

Termination and Dispute Resolution

Why This Matters: Unclear termination and dispute procedures can prolong conflicts, increase costs, and disrupt business operations.

Negotiation strategy

If you're the Provider:

Ensure termination clauses provide flexibility for business needs. Advocate for arbitration to minimize litigation costs.

If you're the Recipient:

Negotiate for clear breach cure periods. Seek favorable arbitration locations to reduce travel expenses.

Essential elements

1

Termination for Convenience

Allows termination with notice.
2

Termination for Cause

Immediate termination for breaches.
3

Arbitration

Disputes settled outside court.

Action framework

ACCEPT

Propose edits if notice periods are too short.

EDIT

Reject if arbitration is not included.

ADD

Add clauses if missing from the contract.

PRO TIP

Always specify the governing law to avoid jurisdictional issues.

Example clauses

FAVORABLE

Termination for Convenience

"Either party may terminate this Agreement for convenience by providing the other party with thirty (30) days' prior written notice. Upon termination, each party shall return or destroy all confidential information of the other party in its possession."
NEUTRAL

Standard Termination Clause

"Termination shall be effective upon mutual agreement of the parties."
UNFAVORABLE

Vague Termination Terms

"Termination may occur at any time without notice."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination clauses are stringent to protect against potential losses.

International Contracts

For international contracts, specify arbitration location and governing law to avoid cross-border legal issues.

Long-Term Agreements

In long-term agreements, include periodic review of termination clauses to adapt to changing circumstances.
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