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Sales Contract Clauses: Unilateral Renewals, Exclusivity Provisions, Hidden MFN Clauses, Broad Deliverables, Audits

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, June 21, 2022

Recorded event now available

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This CLE webinar will provide counsel with advice on common issues in standard form sales contracts. The panel will address issues of trap clauses in many standard master contracts. The panel will discuss best practices for avoiding liability and risks associated with these provisions, such as unilateral renewals, exclusivity provisions, hidden most favored nation clauses, and overly broad deliverables.


During initial contract negotiations, the parties focus on core terms such as pricing, term, service, and deliverable specifics and timelines. Once those are settled, the big company provider commonly presents a "standard form" master contract that the provider and its counsel insist on utilizing. That contract may be riddled with traps that smaller companies and their counsel should identify and revise.

These traps are present through clever drafting, sometimes outright omissions, and at times the interaction between clauses buried deep within the document. Whether the issue is a unilateral right to renew or an unlimited right to audit, the costs and risks associated with some of these clauses can outweigh the potential value of the original agreement.

Listen as our expert panel discusses how to negotiate around these sales contract traps and best practices to mitigate risks for clients who are presented with troubling provisions in master agreements.



  1. Sales contract master agreements
    1. Common traps or mistakes
      1. Unilateral renewals
        1. Pricing
      2. Exclusivity provisions
      3. Most favored nation status
      4. Overly broad deliverables
      5. Omissions
        1. Failure to include reciprocal terms
      6. Unlimited audit rights
      7. Other terms
    2. Best practices for review and negotiation


The panel will address these and other key topics:

  • How can counsel limit the right to unilateral renewal? If such a clause must be included, how can pricing reflect dynamic changes in the market?
  • What are "most favored nation" provisions, and how do such commitments affect future deals with future customers?
  • How can a deliverable be defined to be specific to the particular sales agreement?
  • What are the significant omissions to identify when reviewing a sales agreement?
  • How can audit provisions be reasonably limited?


Arora, Harsh
Harsh Arora

Kelley Kronenberg

Mr. Arora concentrates his practice on business litigation and complex domestic and international corporate transaction...  |  Read More

Ellis, Nicholas
Nicholas J. Ellis

Foley & Lardner

Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and...  |  Read More

Fromm, Andrew
Andrew B. Fromm

Brooks Wilkins Sharkey & Turco

Mr. Fromm specializes in business contracts, litigation, supply chain agreements, negotiations, disputes, warranty and...  |  Read More

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