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
Negotiation strategy
Ensure termination clauses provide flexibility for business needs. Advocate for arbitration to minimize litigation costs.
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.
Real-world examples
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."
Alternative scenarios & positions
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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WEEK 2
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WEEK 3
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WEEK 4
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