Most Favored Nations

Most Favored Nations

In agreeing to use a most-favored-nation (MFN) clause designed to ensure a customer is not unfairly discriminated against in terms of pricing offered to other customers, the seller should ensure that such pricing protection relies on a fair comparison with other similarly situated customers. The following exemplars illustrate different ways to apply an “apples-to-apples” comparison:

Exemplar C51-1

Supplier shall offer to Customer per-unit pricing for the Products that is as low as the lowest prices charged by Supplier to any other similarly situated customer of Supplier who purchases substantially similar or equivalent products in quantities substantially similar to the volumes contemplated under this Agreement.

Exemplar C51-2

The Supplier acknowledges and confirms that the Contract Price for the Device is no less favorable than the price offered to other customers of the Supplier for the Device in relation to the overall combination of net price, technology, software, hardware, design, features, and quantities of Device lines ordered and supplied.

Exemplar C51-3

Prices for Products must not be less favorable than Supplier’s prices to any other customer purchasing like quantities of comparable products under similar terms and conditions.

Exemplar C51-4

Supplier agrees that the charges established under this Agreement and all Statements of Work issued hereunder shall not exceed those offered or imposed with respect to substantially similar Services (“Similar Services”) provided to other similarly situated customers of Supplier in the United States, Puerto Rico or Canada (the “MFN Market”), under substantially similar terms and conditions. For the avoidance of doubt, Supplier agrees that the charges established under this Agreement and all Statements of Work shall be of the lowest cost provided to other similarly situated customers for Similar Services in the MFN Market, under substantially similar terms and conditions.