Generally refers to a business agreeing to contract provision(s) that unwittingly lock it into a particular long-term commercial relationship (usually dependent) with a counterparty, in a manner highly beneficial to the counterparty and harmful in the long term to the business. Usually, this involves the offer of a facially very attractive proposal to a company that needs a business relationship, for example a startup company’s first significant deal. The analogy is to a mouse entering a trap attracted by very attractive bait. Four areas that present a high risk of mouse-trapping are exclusive licenses of rights to use intellectual property, MFN Clauses, exclusive agency and distributorships, and options or rights to future developments.

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