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1. Parties: Identifies and provides full legal details of the collaborating companies
2. Background: Sets out the context and purpose of the collaboration, including each party's relevant expertise and assets
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Collaboration: Clearly defines the parameters and objectives of the collaboration
5. Term and Termination: Specifies duration, renewal options, and circumstances for early termination
6. Responsibilities and Contributions: Details each party's roles, obligations, and resource commitments
7. Intellectual Property Rights: Addresses ownership and usage rights for existing and newly created IP
8. Confidentiality: Protects sensitive information shared during the collaboration
9. Warranties and Representations: States each party's assurances about their capacity and authority
10. Liability and Indemnification: Allocates risks and responsibilities for potential losses or damages
11. Dispute Resolution: Establishes procedures for handling disagreements
12. General Provisions: Includes standard clauses like notices, assignment, and governing law
1. Revenue Sharing: Details how revenues or profits from the collaboration will be shared (used when collaboration has commercial aspects)
2. Joint Marketing: Specifies terms for joint promotional activities and brand usage (relevant for marketing collaborations)
3. Data Protection: Additional provisions for handling personal data (necessary when collaboration involves sharing customer data)
4. Staff and Resources: Detailed provisions for sharing personnel or facilities (used when collaboration involves shared resources)
5. Quality Control: Standards and processes for maintaining quality (important for product development collaborations)
6. Competition Restrictions: Non-compete and exclusivity provisions (relevant when parties are potential competitors)
7. Insurance: Specific insurance requirements (important for high-risk collaborations)
8. Force Majeure: Provisions for handling unforeseen circumstances (particularly relevant post-COVID)
9. Exit Strategy: Detailed procedures for ending the collaboration (important for complex, long-term collaborations)
1. Schedule 1 - Project Plan: Detailed timeline, milestones, and deliverables for the collaboration
2. Schedule 2 - Financial Terms: Detailed breakdown of financial arrangements, costs, and payment terms
3. Schedule 3 - Key Personnel: List of key staff members involved and their roles
4. Schedule 4 - Technical Specifications: Detailed technical requirements or specifications for the collaboration
5. Schedule 5 - Service Levels: Performance metrics and standards to be maintained
6. Appendix A - Compliance Requirements: Specific regulatory or industry standards that must be met
7. Appendix B - Background IP: Detailed list of pre-existing intellectual property brought to the collaboration
8. Appendix C - Communication Protocol: Procedures for routine communication and reporting between parties
Background IP
Business Day
Change Control Process
Collaboration
Collaboration Period
Commencement Date
Confidential Information
Deliverables
Developed IP
Disclosing Party
Effective Date
Force Majeure Event
Government Agency
Intellectual Property Rights
Joint IP
Key Personnel
Legislative Requirements
Material Breach
Milestones
Moral Rights
Notice
Parties
Project
Project Manager
Project Plan
Receiving Party
Representatives
Resources
Revenue
Schedule
Services
Shared Information
Steering Committee
Term
Territory
Third Party
Working Group
Definitions
Term and Duration
Scope of Collaboration
Responsibilities and Obligations
Resource Allocation
Governance
Intellectual Property Rights
Confidentiality
Data Protection
Performance Standards
Financial Terms
Revenue Sharing
Reporting Requirements
Quality Control
Personnel
Non-Competition
Non-Solicitation
Warranties
Liability and Indemnification
Insurance
Force Majeure
Termination
Exit Rights
Dispute Resolution
Assignment
Subcontracting
Notices
Amendment
Entire Agreement
Severability
Governing Law
Jurisdiction
Counterparts
Costs
Compliance with Laws
Relationship of Parties
Public Announcements
Business Ethics
Record Keeping
Audit Rights
Technology
Manufacturing
Research and Development
Healthcare
Financial Services
Professional Services
Education
Retail
Media and Entertainment
Telecommunications
Energy and Utilities
Construction
Biotechnology
Automotive
Agriculture
Legal
Commercial
Business Development
Operations
Research and Development
Finance
Strategy
Compliance
Risk Management
Project Management
Corporate Affairs
Intellectual Property
Chief Executive Officer
Managing Director
Chief Legal Officer
General Counsel
Commercial Director
Business Development Manager
Project Manager
Operations Director
Chief Technology Officer
Research Director
Partnership Manager
Contract Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Strategy Director
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