Master Agreement for the United States

Master Agreement Template for United States

A Master Agreement is a comprehensive contractual framework under U.S. law that establishes the fundamental terms and conditions governing the ongoing business relationship between parties. It serves as an umbrella agreement under which subsequent transactions or statements of work can be executed. The document typically includes key provisions for confidentiality, intellectual property, liability, dispute resolution, and general terms that will apply to all future dealings between the parties.

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What is a Master Agreement?

The Master Agreement is designed for situations where parties anticipate multiple transactions or ongoing business relationships that require a consistent legal framework. It streamlines future dealings by establishing standard terms that apply across all transactions, reducing negotiation time and ensuring consistency. Under U.S. jurisdiction, this document typically includes provisions for confidentiality, liability, dispute resolution, and general terms, with the flexibility to add specific requirements through subsequent statements of work or order forms.

What sections should be included in a Master Agreement?

1. Parties: Identifies and defines all parties to the agreement

2. Background/Recitals: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

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

5. Payment Terms: General payment obligations and mechanisms

6. Confidentiality: Protection of confidential information

7. Governing Law: Applicable law and jurisdiction

8. Entire Agreement: Integration clause confirming complete agreement

What sections are optional to include in a Master Agreement?

1. Service Levels: Performance standards and metrics - include when agreement includes service delivery components

2. Intellectual Property Rights: IP ownership and licensing terms - include when IP is being created, licensed, or transferred

3. Data Protection: Data privacy and security provisions - include when personal data is processed

4. Force Majeure: Provisions for unforeseeable circumstances - include when long-term commitments are involved

What schedules should be included in a Master Agreement?

1. Services Schedule: Detailed description of services to be provided

2. Pricing Schedule: Detailed pricing structure and rates

3. Service Level Agreement: Detailed performance metrics and remedies

4. Data Processing Agreement: Detailed data handling requirements and procedures

5. Change Control Procedure: Process for implementing changes to services or terms

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Industries

Uniform Commercial Code (UCC): Federal legislation governing commercial transactions, particularly relevant if the agreement involves the sale of goods. Provides framework for contract formation, performance, and remedies.

Federal Contract Law: Basic principles governing contract formation, interpretation, and enforcement at the federal level, including offer, acceptance, consideration, and breach remedies.

Antitrust Laws: Sherman Antitrust Act and Clayton Act - ensure compliance with competition laws, prevent monopolistic practices, and regulate business relationships.

Federal Arbitration Act: Governs arbitration provisions in contracts, enforceability of arbitration agreements, and procedures for arbitration proceedings.

State Contract Laws: State-specific requirements for contract formation, enforcement, and limitation periods that may vary by jurisdiction.

Securities Laws: Federal and state regulations governing securities transactions, relevant if the agreement involves financial instruments or investments.

Consumer Protection Laws: Federal and state laws protecting consumer rights and regulating business practices in consumer transactions.

UETA: Uniform Electronic Transactions Act - provides legal framework for electronic signatures and records in commercial transactions.

Data Privacy Laws: Including CCPA and state-specific privacy regulations governing the collection, use, and protection of personal data.

Employment Laws: Federal and state employment regulations that may impact master agreements involving workforce or contractor relationships.

Intellectual Property Laws: Laws governing patents, trademarks, copyrights, and trade secrets that may be relevant to the agreement's IP provisions.

Export Control Regulations: Federal regulations governing international business transactions and export of goods, services, or technology.

Constitutional Provisions: Including interstate commerce regulations, contract clause, and due process requirements affecting contractual relationships.

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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