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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and high-level objectives of the co-development arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Co-Development: Detailed description of the project scope, objectives, and deliverables
5. Project Governance: Management structure, steering committee, decision-making processes
6. Contributions and Resources: Each party's contributions, including personnel, facilities, and resources
7. Intellectual Property Rights: Ownership and licensing of background and foreground IP
8. Confidentiality: Protection of confidential information and trade secrets
9. Financial Terms: Cost sharing, revenue sharing, and payment terms
10. Representations and Warranties: Standard and specific warranties regarding capacity, IP rights, and performance
11. Duration and Termination: Term of agreement, termination rights, and consequences of termination
12. Liability and Indemnification: Risk allocation, limitations of liability, and indemnification obligations
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Regulatory Compliance: Required when the co-development involves regulated industries or requires specific regulatory approvals
2. Employee Secondment: Used when personnel will be seconded between parties, including terms of secondment
3. Third-Party Contractors: Required when external contractors will be involved in the project
4. Marketing and Commercialization: Included when the agreement covers post-development commercial exploitation
5. Data Protection: Required when personal data will be processed as part of the co-development
6. Export Control: Needed when the co-development involves cross-border technology transfer
7. Competition Compliance: Required when parties are competitors or when arrangement could impact market competition
8. Insurance: Detailed insurance requirements when project involves significant risks or regulatory requirements
1. Project Plan: Detailed timeline, milestones, and deliverables
2. Technical Specifications: Detailed technical requirements and specifications for the project
3. Background IP: List and description of each party's pre-existing IP being contributed
4. Financial Model: Detailed cost allocation and revenue sharing calculations
5. Governance Procedures: Detailed procedures for project management and decision-making
6. Personnel and Resources: List of key personnel and resources committed by each party
7. Form of Reports: Templates for required project progress reports
8. Security Requirements: IT and physical security requirements for the project
Background IP
Business Day
Commercialization
Confidential Information
Co-Development Project
Deliverables
Development Period
Effective Date
Foreground IP
Force Majeure Event
Governance Committee
Improvements
Initial Term
Intellectual Property Rights
Joint IP
Know-How
License
Material Breach
Milestone
Net Revenue
Patent Rights
Project Manager
Project Plan
Project Schedule
Project Specifications
Regulatory Approvals
Representatives
Research Results
Steering Committee
Technical Information
Territory
Third Party
Trade Secrets
Work Product
Term and Duration
Project Scope
Project Management
Contributions
Resource Allocation
Intellectual Property Rights
License Grants
Confidentiality
Data Protection
Development Obligations
Technical Specifications
Quality Standards
Progress Reports
Financial Terms
Payment
Representations and Warranties
Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Rights
Competition Law Compliance
Regulatory Compliance
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Counterparts
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Software Development
Automotive
Aerospace
Healthcare
Electronics
Telecommunications
Green Technology
Artificial Intelligence
Medical Devices
Industrial Design
Research & Development
Legal
Research & Development
Product Development
Innovation
Business Development
Technical Operations
Intellectual Property
Commercial
Compliance
Project Management
Engineering
Scientific Research
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
Head of Research & Development
Legal Counsel
IP Lawyer
Project Manager
Research Director
Business Development Director
Innovation Manager
Technical Director
Commercial Director
Head of Product Development
Research Scientist
Development Engineer
Contract Manager
Compliance Officer
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