# Most Favored Nation Agreement
**This Most Favored Nation Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**[Party A Name]**
[Party A Address]
[City, State, Zip Code]
("Party A")
and
**[Party B Name]**
[Party B Address]
[City, State, Zip Code]
("Party B")
**Recitals**
WHEREAS, Party A and Party B wish to enter into a mutually beneficial agreement regarding [subject matter of the agreement], and
WHEREAS, Party A agrees to grant Party B certain pricing and terms regarding [describe goods/services], thereby requiring the application of a Most Favored Nation ("MFN") clause to ensure equitable treatment;
NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the parties agree as follows:
## 1. Definitions
1.1 **Most Favored Nation Clause**: A contractual clause that ensures Party B will receive pricing and terms that are at least as favorable as those provided to any other party for the same goods or services offered by Party A.
1.2 **Goods/Services**: The products or services supplied by Party A under this Agreement.
## 2. Terms and Conditions
2.1 **Pricing Structure**
Party A shall provide to Party B the goods/services at the prices specified in Exhibit A. Party A represents that these prices are the lowest and most favorable prices offered to any other party for the same goods/services.
2.2 **Adjustment to Pricing**
If at any time during the term of this Agreement Party A offers lower prices or more favorable terms to any third party for the same goods/services, Party A shall notify Party B immediately and shall adjust the pricing or terms for Party B correspondingly.
2.3 **Duration**
This Agreement shall commence on the effective date above and shall continue for a period of [duration], unless terminated earlier pursuant to the termination provisions in this Agreement.
## 3. Confidentiality
Each party agrees to keep confidential any proprietary or confidential information received from the other party in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the other party.
## 4. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 5. Dispute Resolution
Any disputes arising from this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in [City, State].
## 6. Miscellaneous
6.1 Entire Agreement
This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.
6.2 Amendment
This Agreement may only be amended or modified by a written instrument executed by both parties.
6.3 Waiver
No waiver of any right or obligation under this Agreement shall be effective unless in writing and signed by the party granting such waiver.
## IN WITNESS WHEREOF, the parties hereto have executed this Most Favored Nation Agreement as of the date first above written.
**FOR PARTY A**
_____________________________
[Name]
[Title]
**FOR PARTY B**
_____________________________
[Name]
[Title]
## Exhibit A — Pricing Structure
| Goods/Services | Description | Price |
|----------------|-------------|-------|
| [Item 1] | [Desc 1] | [Price 1] |
| [Item 2] | [Desc 2] | [Price 2] |
| [Item 3] | [Desc 3] | [Price 3] |
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*This template is for informational purposes only and does not constitute legal advice. It is advisable to consult with a legal professional before executing any contractual agreement.*