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1. Parties: Identification and details of the cooperating parties, including registered addresses and company details
2. Background: Context of the cooperation, including the parties' respective businesses and reasons for cooperation
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation
4. Scope of Cooperation: Detailed description of the areas and nature of cooperation between the parties
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Responsibilities of the Parties: Specific obligations and commitments of each party under the cooperation
7. Financial Arrangements: Cost sharing, payment terms, and financial responsibilities of each party
8. Confidentiality: Protection of confidential information exchanged during the cooperation
9. Intellectual Property Rights: Ownership and usage rights of existing and newly created IP
10. Representations and Warranties: Standard warranties and representations made by each party
11. Liability and Indemnification: Allocation of risks and responsibilities for losses or damages
12. Force Majeure: Provisions for handling events beyond parties' reasonable control
13. Dispute Resolution: Procedures for resolving disputes between the parties
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Competition Compliance: Required when cooperation involves market-sensitive activities or potential competition concerns
2. Data Protection: Necessary when cooperation involves sharing of personal or sensitive data
3. Export Control: Required for international cooperation involving regulated goods or technology
4. Personnel and Secondment: Include when cooperation involves staff exchanges or shared personnel
5. Marketing and Publicity: Include when parties wish to regulate public announcements about their cooperation
6. Insurance: Required when cooperation involves significant operational risks or physical activities
7. Environmental Compliance: Include for cooperation involving environmental impacts or risks
8. Anti-Corruption Compliance: Required for international cooperation or government-related activities
1. Schedule A - Scope of Work: Detailed description of cooperation activities and deliverables
2. Schedule B - Financial Terms: Detailed breakdown of financial arrangements, costs, and payment schedules
3. Schedule C - Key Personnel: List of key contacts and responsible personnel from each party
4. Schedule D - Technical Specifications: Technical requirements and standards for cooperation activities
5. Schedule E - Service Levels: Performance metrics and service level requirements if applicable
6. Appendix 1 - Reporting Templates: Standard forms and templates for project reporting
7. Appendix 2 - Compliance Procedures: Detailed procedures for regulatory compliance
8. Appendix 3 - Insurance Requirements: Specific insurance coverage requirements and limits
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Cooperation Activities
Cooperation Period
Deliverables
Effective Date
Force Majeure Event
Foreground IP
Intellectual Property Rights
Key Personnel
Material Breach
Parties
Project
Project Manager
Project Plan
Representatives
Resources
Scope of Work
Services
Steering Committee
Strategic Objectives
Term
Territory
Third Party
Working Group
Affiliate
Commercially Reasonable Efforts
Completion Date
Costs
Data Protection Laws
Dispute
Good Industry Practice
Joint IP
Losses
Milestones
Notice
Personal Information
Project Budget
Quarterly Review
Regulatory Approvals
Shared Information
Definitions
Scope of Cooperation
Term and Duration
Obligations and Responsibilities
Financial Provisions
Resource Allocation
Governance
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Force Majeure
Insurance
Termination
Assignment
Compliance
Anti-Corruption
Competition Law
Dispute Resolution
Notices
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
Third Party Rights
Waiver
Publicity and Announcements
Record Keeping
Audit Rights
Personnel
Health and Safety
Environmental Compliance
Project Management
Performance Monitoring
Risk Allocation
Relationship of Parties
Technology
Manufacturing
Healthcare
Education
Energy
Financial Services
Research and Development
Biotechnology
Telecommunications
Environmental Services
Construction
Transportation
Agriculture
Mining
Professional Services
Legal
Business Development
Corporate Development
Compliance
Operations
Finance
Risk Management
Research and Development
Strategy
Project Management
Corporate Governance
Commercial
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Strategic Partnership Director
Legal Counsel
Compliance Officer
Contract Manager
Chief Operating Officer
Project Manager
Alliance Manager
Risk Manager
Corporate Secretary
Chief Financial Officer
Research Director
Innovation Manager
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