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1. Parties: Identification of the collaborating parties, including registered addresses and company details
2. Background: Context of the collaboration and high-level objectives of the parties
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Scope of Collaboration: General framework of how parties will work together and core principles of collaboration
5. Governance Structure: Management structure, steering committee, and decision-making processes
6. Responsibilities of the Parties: Core obligations and commitments of each party
7. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
8. Confidentiality: Protection and handling of confidential information
9. Data Protection and Security: Compliance with privacy laws and data security measures
10. Financial Arrangements: Cost sharing, payment terms, and financial responsibilities
11. Term and Termination: Duration of agreement and circumstances for termination
12. Liability and Indemnification: Allocation of risks and responsibilities for losses
13. Force Majeure: Handling of events beyond parties' reasonable control
14. Dispute Resolution: Process for resolving disagreements including mediation and arbitration
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, required when collaboration could raise antitrust concerns
2. Personnel Exchange: Terms governing the exchange of employees between parties, needed when staff will work at partner locations
3. Research and Development: Specific provisions for R&D collaborations, including testing and validation procedures
4. Marketing and Branding: Rules for use of trademarks and joint marketing activities, needed when collaboration includes public-facing activities
5. Quality Control: Standards and procedures for maintaining quality, important for product development or service delivery collaborations
6. Insurance Requirements: Specific insurance obligations, needed for high-risk collaborations or when required by industry regulations
7. Export Control: Compliance with international trade regulations, needed for cross-border collaborations involving controlled items
8. Environmental Compliance: Environmental protection measures, needed for collaborations with environmental impact
1. Schedule 1 - Project Governance: Detailed procedures for project management, meeting schedules, and reporting requirements
2. Schedule 2 - Financial Terms: Detailed breakdown of financial arrangements, including cost allocation and payment procedures
3. Schedule 3 - Technical Requirements: Technical specifications and standards for the collaboration
4. Schedule 4 - Service Levels: Performance metrics and service level requirements
5. Schedule 5 - Key Personnel: List of key contacts and their roles from each party
6. Schedule 6 - Background IP: Inventory of pre-existing intellectual property brought to the collaboration
7. Appendix A - Template Project Statement: Standard form for documenting specific projects under the framework
8. Appendix B - Compliance Checklist: Regulatory and internal compliance requirements
9. Appendix C - Change Request Form: Template for requesting and documenting changes to the collaboration scope
Agreement
Background IP
Business Day
Change Request
Collaboration
Collaboration Period
Commencement Date
Confidential Information
Control
Developed IP
Effective Date
Force Majeure Event
Foreground IP
Governing Law
Group
Intellectual Property Rights
Joint Steering Committee
Key Personnel
Material Breach
Notice
Parties
Personal Data
Project
Project Manager
Project Plan
Project Statement
Quarter
Representatives
Services
Steering Committee
Term
Territory
Third Party
Working Day
Work Product
Year
Collaboration Activities
Competition Laws
Competing Business
Deliverables
Documentation
Good Industry Practice
Implementation Plan
Intellectual Property
Know-How
Licensed Materials
Losses
Milestone
Project Costs
Quality Standards
Related Party
Relevant Authority
Schedule
Serious Breach
Specifications
Sub-contractor
Technical Information
Trade Secrets
Definitions
Scope of Collaboration
Term and Duration
Governance Structure
Project Implementation
Rights and Obligations
Financial Provisions
Intellectual Property Rights
Confidentiality
Data Protection
Personnel
Non-Competition
Non-Solicitation
Representations and Warranties
Force Majeure
Liability and Indemnification
Insurance
Dispute Resolution
Termination
Exit Provisions
Assignment and Subcontracting
Compliance with Laws
Anti-Corruption
Change Control
Record Keeping
Audit Rights
Publicity and Announcements
Notices
Entire Agreement
Amendment and Variation
Severability
Waiver
Further Assurance
Counterparts
Third Party Rights
Governing Law and Jurisdiction
Technology
Healthcare
Financial Services
Manufacturing
Education
Research & Development
Professional Services
Biotechnology
Telecommunications
Energy
Real Estate
Retail
Media & Entertainment
Transportation & Logistics
Legal
Commercial
Business Development
Operations
Strategy
Innovation
Research & Development
Finance
Compliance
Risk Management
Corporate Development
Project Management
Executive Leadership
Procurement
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Business Development Manager
Chief Operating Officer
Partnership Manager
Strategic Alliance Director
Contract Manager
Legal Counsel
Compliance Officer
Project Director
Innovation Manager
Research Director
Chief Technology Officer
Chief Financial Officer
Risk Manager
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