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1. Parties: Identification and details of the contracting parties, including registered offices and company registration numbers
2. Background: Context of the cooperation and brief description of each party's business and objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Cooperation: Detailed description of the business cooperation activities and mutual obligations
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Financial Arrangements: Financial terms, cost sharing, and payment provisions
7. Confidentiality: Obligations regarding the protection of confidential information
8. Intellectual Property Rights: Ownership and usage rights of existing and newly created IP
9. Representations and Warranties: Statements of fact and promises made by each party
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Force Majeure: Provisions for unforeseen circumstances preventing performance
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on competing activities, used when parties operate in similar markets
2. Data Protection: Specific provisions for handling personal data, required when cooperation involves data sharing
3. Marketing and Branding: Rules for using each other's brands and marketing materials, needed for public-facing cooperation
4. Personnel Exchange: Terms for any staff exchanges or secondments between parties
5. Insurance: Insurance requirements, particularly relevant for high-risk activities
6. Compliance with Laws: Specific regulatory compliance obligations, important for regulated industries
7. Exit Strategy: Detailed procedures for termination and wind-down, useful for complex cooperation arrangements
1. Schedule 1 - Service Specifications: Detailed description of services or activities to be performed by each party
2. Schedule 2 - Financial Terms: Detailed breakdown of financial arrangements, pricing, and payment terms
3. Schedule 3 - Key Personnel: List of key contacts and responsible personnel from each party
4. Schedule 4 - Technical Requirements: Technical specifications or requirements for the cooperation
5. Schedule 5 - Performance Metrics: KPIs and performance measurement criteria
6. Appendix A - Data Processing Agreement: Detailed terms for handling personal data, if applicable
7. Appendix B - Brand Guidelines: Guidelines for use of trademarks and branding elements
Affiliate
Background IP
Business Day
Confidential Information
Cooperation Period
Commencement Date
Cooperation Activities
Deliverables
Disclosing Party
Effective Date
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Key Personnel
Material Breach
Objectives
Project
Project Plan
Receiving Party
Representatives
Services
Specifications
Strategic Goals
Territory
Term
Third Party
Working Hours
Costs
Quarterly Review
Milestone
Performance Indicators
Quality Standards
Revenue
Shared Resources
Success Criteria
Technical Information
Trade Secrets
Joint Steering Committee
Applicable Law
Business Opportunity
Competition Laws
Data Protection Laws
Excluded Territory
Governing Language
Licensed Technology
Market
Personnel
Proprietary Information
Regulatory Approvals
Swiss Law
Scope of Cooperation
Duration and Term
Mutual Obligations
Financial Provisions
Resources and Contributions
Intellectual Property Rights
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Representations and Warranties
Force Majeure
Liability and Indemnification
Insurance
Termination
Exit Rights
Assignment and Transfer
Notices
Amendments
Severability
Entire Agreement
Waiver
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Performance Standards
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Personnel
Branding and Marketing
Exclusivity
Sub-Contracting
Change Control
Communication Protocols
Project Management
Risk Allocation
Quality Assurance
Technology and Software
Financial Services
Manufacturing
Professional Services
Healthcare and Pharmaceuticals
Retail and Consumer Goods
Telecommunications
Energy and Utilities
Logistics and Transportation
Research and Development
Biotechnology
Industrial Products
Agriculture
Construction and Engineering
Legal
Business Development
Operations
Corporate Development
Finance
Commercial
Strategy
Procurement
Risk Management
Compliance
International Business
Partner Relations
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Director
Chief Operating Officer
Commercial Director
Legal Counsel
Contract Manager
Partnership Manager
Strategic Alliance Manager
Chief Financial Officer
Head of Business Development
Corporate Development Manager
Managing Director
Operations Director
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