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Collaboration Agreement
PREPARED FOR
[Second Party Name]
PREPARED BY
[First Party Name]
Collaboration Agreement
This Collaboration Agreement (hereinafter referred to as the “Agreement”) is made and entered on [Agreement Effective Date] (hereinafter referred to as the “Agreement Date”),
By and Between [First Party Name], on behalf of [First Party_Company Name] (hereby referred to as the “First Party”) and;
[Second Party Name], on behalf of [Second Party_Company Name], (hereby referred to as the “Second Party”).
The First Party and the Second Party shall be collectively referred to as the “Parties” and individually as the “Party.”
The relationship between the Parties is hereinafter referred to as the “Collaboration.”
The Parties wish to mutually engage in beneficial business, bound by the terms and conditions of the Agreement.
TERMS OF THE AGREEMENT.
1. INVOLVED PARTIES.
First Party
[First Party Name]
[First Party Company Name]
[First Party Company Address]
[First Party Contact Number]
[First Party Email]
Second Party
[Second Party Name]
[Second Party Company Name]
[Second Party Company Address]
[Second Party Contact Number]
[Second Party Email]
2. PURPOSE.
The Parties wish to collaborate to establish the following Purpose (hereinafter referred to as “Purpose”).
[Purpose of the Collaboration]
3. SERVICES.
"Services" means the specific tasks, deliverables, and responsibilities to be performed by each Party as set forth in this section. The Parties agree to collaborate in providing the following Services:
Service Name | Description | Responsibilities |
[Service 1 Name] | [Service 1 Description] | [Service 1 Responsibilities] |
[Service 2 Name] | [Service 2 Description] | [Service 2 Responsibilities] |
[Service 3 Name] | [Service 3 Description] | [Service 3 Responsibilities] |
4. TERM.
The Collaboration shall come into effect on the Agreement Date and remain in effect until the Purpose of the Collaboration is served and all Services are completed.
5. AUTHORITY.
(a) Joint Decisions
(i) All significant decisions regarding the Collaboration shall require a mutual consensus or a unanimous vote by the Parties.
(ii) Significant decisions will include, but are not limited to, decisions regarding the nature of the Services to be provided, eligibility for Services provided through Collaboration, and decisions regarding funding and budget to carry out the Purpose of the Collaboration.
(b) Staffing
(i) The Parties shall equally share all staffing responsibilities related to this Agreement.
(ii) The staffing responsibilities shall include, but are not limited to, providing personnel and financial resources to obtain additional personnel to achieve the Purpose.
(c) Representatives
(i) Each Party shall identify one person from its organization as a representative to act on its behalf in the Collaboration (hereinafter referred to as the “Representative”). Given below are the details of each Party’s Representative:
- First Party Representative: [First Party Representative Name]
- Second Party Representative: [Second Party Representative Name]
(ii) Each Representative shall keep the Parties they represent and their companies informed about the pertinent facts of the Collaboration and all significant developments and milestones achieved towards the Purpose.
6. RESOURCE COMMITMENT, FUNDS, AND PROCEEDS.
(a) The Parties in the Collaboration shall agree to share resources in the form of funds, time, efforts, workforce, equipment, technology, infrastructure, and other necessities to fulfill the Purpose.
(b) The Parties shall equally share all forms of financial burdens, liabilities, obligations, or costs associated with the Collaboration.
(c) If outside funding or credit is required to fulfill the Purpose, the Parties shall agree to procure such credit jointly and share in the responsibility to repay the same.
(d) If one of the Parties provides additional capital above and beyond their equal share, that capital shall not grant them additional interest or control over the Collaboration. Instead, the capital shall be considered a loan and repaid from the Collaboration proceeds or profits.
(e) Any remaining profits or proceeds shall be distributed equally amongst the Parties according to this Collaboration Agreement.
7. ADDITIONAL PARTIES.
(a) Additional Parties shall be added at any time in the future by the unanimous decisions of the existing Parties.
(b) The additional Parties shall be bound by the terms and conditions of this Agreement.
(c) The total number of additional Parties shall not exceed [Maximum Number of Additional Parties].
(d) The Parties agree that an independent consultant shall be hired to conduct a risk assessment before beginning any work related to this Collaboration.
8. COLLABORATION INSURANCE.
(a) The Parties agree to maintain adequate insurance to cover their respective personnel and assets from damages, loss, or theft.
(b) The Parties agree to name each other in their respective insurance policies and to indemnify and hold each other harmless in all cases save for those of gross or wilful misconduct or neglect.
9. TERMINATION.
(a) The Collaboration may be terminated by the mutual or unanimous agreement of the Parties who have significant shares of capital in the Collaboration.
(b) All Parties shall notify other stakeholders in the Collaboration about the termination in writing at least [Termination Notice Period] day(s) in advance.
(c) Upon the decision to terminate the Collaboration, all Parties shall be immediately notified by their Representatives.
(d) All assets shall be distributed to all Parties upon termination according to the percentage contributed by each Party unless an exception is made in the Agreement.
(e) Upon the dissolution of the Collaboration, all payments shall be made to the bank accounts of record for each Partner.
(f) Upon termination of this Agreement, the Parties shall cease reproducing, advertising, marketing, and distributing any material or information about the Collaboration immediately.
10. AGREEMENT EXTENSION.
(a) This Agreement can be extended or amended upon the unanimous agreement of the Parties.
(b) The decision to extend or amend the Agreement shall address the date, tenure of the extension, and additions of new clauses or provisions in the Agreement and must include the signatures of the collaborating Parties.
11. DUTY OF LOYALTY.
No Party shall engage in any endeavors, ventures, or business, whether directly or indirectly, that might prove competitive with the Collaboration's business or that would be in direct conflict of interest with the Collaboration without the written consent of the other Parties.
12. INDEMNIFICATION.
The Parties each agree to indemnify and hold harmless the other Parties and their respective permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
13. ARBITRATION.
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s), who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator(s)' decision shall be final and binding on all the Parties.
14. ASSIGNABILITY.
Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party, which shall not be unreasonably withheld.
15. NOTICES.
Any notices required to be given to the Parties shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the sender.
16. FORCE MAJEURE.
Neither Party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority, and other acts of God) during the pendency of such event.
17. MODIFICATION.
No modification of this Agreement shall be made unless in writing and signed by all the Parties.
18. SEVERABILITY.
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement's termination.
19. GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed by the laws of [Governing Law]. If the disputes under this Agreement cannot be resolved by arbitration, they shall be resolved by litigation in the courts of [Jurisdiction], including the federal courts therein, and the Parties shall comply with the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to them.
20. LEGAL AND BINDING AGREEMENT.
This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they are eligible and authorized to enter into this Agreement.
21. ENTIRE AGREEMENT.
This Agreement constitutes the entire understanding of the Parties, revokes and supersedes all prior agreements between them, and is intended as a final expression of their Agreement.
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