Master Pricing Agreement Template for United States

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Key Requirements PROMPT example:

Master Pricing Agreement

"I need a Master Pricing Agreement for my software company that will cover both subscription-based services and professional services, with quarterly price review mechanisms and volume-based discounts for enterprise customers, to be effective from January 2025."

Document background
The Master Pricing Agreement (MPA) is utilized when parties anticipate multiple transactions over time and need to establish standardized pricing terms. This document is particularly crucial for businesses operating in the United States, where it must comply with both federal and state commercial laws. The MPA typically includes base pricing, volume discounts, price adjustment mechanisms, and payment terms, serving as the cornerstone for all future transactions between the parties. It eliminates the need to negotiate pricing for each individual transaction while ensuring compliance with antitrust regulations and providing clarity on price escalation and adjustment provisions.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Pricing Structure: Core pricing terms, mechanisms, and methodologies

5. Payment Terms: Payment schedules, methods, and conditions

6. Term and Termination: Duration of agreement and termination provisions

7. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Volume Discounts: Terms for quantity-based pricing reductions applicable when offering tiered pricing based on volume

2. Price Adjustment Mechanisms: Procedures for price changes and adjustments, particularly relevant for long-term agreements or volatile markets

3. Most Favored Nation Clause: Guarantees best pricing compared to other customers, used when strategic customers require pricing protection

4. Data Protection: Terms governing handling of pricing and customer data, essential when sensitive data is involved

Suggested Schedules

1. Price List: Detailed listing of products/services and their prices

2. Volume Discount Schedule: Detailed breakdown of volume-based discounts

3. Service Level Agreement: Performance metrics and related pricing adjustments

4. Price Adjustment Formula: Detailed calculation method for price adjustments

5. Territory Schedule: Geographic areas covered by the pricing agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Uniform Commercial Code (UCC): Primary law governing commercial transactions, particularly Article 2 for sale of goods. Essential for establishing basic contract terms, warranties, and remedies.

Federal Antitrust Laws: Including Sherman Act, Clayton Act, and Robinson-Patman Act. These laws regulate pricing practices, prevent anti-competitive behavior, and address price discrimination issues.

Consumer Protection Laws: Federal Trade Commission regulations and state-specific consumer protection statutes that ensure fair business practices and protect consumer interests.

Data Privacy and Security Laws: State data privacy laws and industry-specific regulations (such as HIPAA, GLBA) that govern the handling and protection of sensitive pricing and customer data.

Payment Terms Legislation: Including Truth in Lending Act, Electronic Funds Transfer Act, and state usury laws that regulate payment terms and interest rates.

Industry-Specific Regulations: Regulatory requirements specific to particular industries that may affect pricing and contractual relationships.

Tax Laws: State, local, and federal tax laws, including sales tax requirements and tax implications of pricing structures.

Dispute Resolution Laws: Federal Arbitration Act and state arbitration laws governing how disputes under the agreement will be resolved.

Electronic Commerce Laws: E-SIGN Act and UETA governing electronic signatures and digital transactions in commercial agreements.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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