ECC/skills/master-agreement-generator/references/master-template.example.md

MASTER AGREEMENT: MUTUAL NON-DISCLOSURE, {{FEE_TITLE}} AND NON-CIRCUMVENTION

Template draft for review, not an execution copy. Complete all bracketed directives and party fields and obtain the required legal and operator review before preparing any execution document. Schedule A notices apply only when authorized by the executed agreement.

This Master Agreement (the Agreement) is entered into as of {{DATE}} between [OUR LEGAL NAME], a [our jurisdiction and form], at [our address] (Us), and {{CP_LEGAL}}, a {{CP_JURIS}}, at {{CP_ADDR}} ({{CP_SHORT}}). Each is a Party.

1. Definitions

• Transaction: [define the covered dealings between {{CP_SHORT}} and a Protected Counterparty, including renewals and replacements].
• Contract Value: [define the base the fee is computed on].
• Protected Counterparty: [a party or lot first identified in writing by the introducing Party in a Schedule A notice, together with affiliates and nominees].
• Schedule A notice: a dated, approved, counterparty-specific written notice delivered through the notice channel authorized by the executed agreement, identifying the Protected Counterparty and the terms and fee that the agreement permits to be stated by notice. It contains no internal negotiation detail or third-party economics. An authorized entry takes effect on the notice date unless {{CP_SHORT}} objects within [objection window] with dated written evidence of a substantive pre-existing relationship.
• Protection Period: [period] from each Schedule A notice, for that entry.

2. Standing arrangement

{{ROLE_CLAUSE}} [Independent-introducer language: no authority to bind, not a party to the Transaction unless a Schedule A entry says otherwise, direct contact permitted provided economics are preserved.]

3. Fee

{{FEE_CLAUSE}}

Standard Fee. [Insert the counsel-approved fee schedule.] A different fee may be recorded by Schedule A notice only to the extent the executed agreement expressly authorizes that variation; otherwise obtain the required signed amendment first.

Payment. [When the fee is due relative to funds received.]

Reporting. [What documents the paying Party sends and when.]

4. Non-circumvention, both directions

[Mutual non-circumvention covenant limited to counterparties first introduced by the other Party under this Agreement, with the usual carve-outs for pre-existing and independently sourced relationships.]

5. Mutual non-disclosure

[Definition of Confidential Information, exclusions, permitted disclosures, compelled disclosure, return or destruction, no publicity, survival.]

6. No commitment; term

[No obligation to transact; term and renewal; survival of Protection Periods and confidentiality.]

7. General

[Liability cap and carve-outs; injunctive relief; governing law and forum; assignment; notices by email to the signature page addresses; entire agreement on its subject matter; {{SUPPLEMENT_CLAUSE}}amendable only in a signed writing, except for Schedule A entries expressly authorized by this Agreement to be added by notice without changing its standing terms; changes outside that notice authority require the agreed amendment procedure; electronic signatures and counterparts.]

Schedule A (rolling)

Only entries within the executed agreement's express notice authority are added by Schedule A notice as defined in Section 1; a notice does not itself authorize an amendment to standing terms. Each entry states the Protected Counterparty or lot, the introducing Party's role, the commercial terms, and the fee (standard unless stated).

#	Date	Protected Counterparty or lot	Role	Terms	Fee
{{SCHEDULE_ROWS}}

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Signatures

[OUR LEGAL NAME]

By: _________________________________

Name: [our signer]

Title: [our signer title]

Email: [our signer email]

Date: _________________________________

 

{{CP_SIGBLOCK}}

By: _________________________________

Name: {{CP_SIGNER}}

Title: {{CP_TITLE}}

Email: {{CP_EMAIL}}

Date: _________________________________