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1. Parties: Identification of the contracting parties including full legal names, registration details, and addresses
2. Background: Context of the collaboration and brief description of each party's business and objectives
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement
4. Scope of Collaboration: General framework and principles of the collaboration relationship
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Governance Structure: Management of the collaboration, including steering committees, project managers, and decision-making processes
7. Project Implementation: Process for initiating and managing specific projects under the framework
8. Financial Terms: General principles for cost sharing, pricing, and payment terms for specific projects
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
10. Confidentiality: Protection and handling of confidential information exchanged during the collaboration
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Force Majeure: Provisions for handling circumstances beyond parties' reasonable control
13. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and governing law
1. Data Protection: Include when collaboration involves processing of personal data or significant data sharing
2. Competition Compliance: Include when parties are competitors or when collaboration could raise competition law concerns
3. Quality Standards: Include when collaboration involves product development or service delivery with specific quality requirements
4. Environmental and Social Responsibility: Include when collaboration involves sustainability commitments or ESG considerations
5. Export Control: Include when collaboration involves international trade or technology transfer
6. Insurance Requirements: Include when collaboration involves significant operational risks or physical activities
7. Staff and Secondment: Include when collaboration involves sharing or transferring personnel
8. Marketing and Publicity: Include when parties want to regulate public announcements and use of each other's brands
1. Schedule 1 - Governance Structure Details: Detailed procedures for collaboration management, meeting frequencies, and decision-making processes
2. Schedule 2 - Financial Framework: Detailed pricing principles, cost allocation methods, and payment procedures
3. Schedule 3 - Technical Standards and Specifications: Technical requirements and standards applicable to all projects under the framework
4. Schedule 4 - Form of Project Statement of Work: Template for individual project agreements to be executed under the framework
5. Schedule 5 - Key Personnel: List of key contacts and their roles from each party
6. Schedule 6 - Service Levels: Standard performance metrics and service levels applicable to collaborative activities
7. Appendix A - Compliance Requirements: Detailed compliance obligations including data protection, anti-corruption, and industry-specific requirements
8. Appendix B - Insurance Requirements: Specific insurance types and coverage levels required for the collaboration
Agreement
Background IP
Business Day
Change of Control
Collaboration
Commencement Date
Confidential Information
Control
Deliverables
Effective Date
Force Majeure Event
Foreground IP
Governing Law
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Milestones
Notice
Project
Project Agreement
Project Manager
Project Plan
Project Statement of Work
Quarter
Related Company
Representatives
Services
Steering Committee
Subsidiary
Term
Territory
Third Party
Working Hours
Working Day
Collaboration Period
Confidentiality Period
Decision Making Process
Dispute
Financial Year
Good Industry Practice
Group
Implementation Plan
Joint Steering Committee
Know-How
License
Material
Parties
Personnel
Project Costs
Quality Standards
Renewal Period
Service Levels
Specifications
Steering Committee Member
Technical Information
Work Product
Interpretation
Term and Duration
Scope of Collaboration
Governance Structure
Project Implementation
Financial Terms
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Representations
Liability
Indemnification
Force Majeure
Termination
Exit Rights
Competition Compliance
Anti-Corruption
Assignment
Subcontracting
Change Control
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Costs
Counterparts
Electronic Execution
Relationship of Parties
Personnel
Quality Standards
Compliance with Laws
Insurance
Record Keeping
Audit Rights
Business Continuity
Marketing and Publicity
Environmental Compliance
Health and Safety
Technology
Manufacturing
Healthcare
Education
Financial Services
Telecommunications
Professional Services
Research & Development
Infrastructure
Energy
Media & Entertainment
Biotechnology
Legal
Business Development
Commercial
Operations
Strategy
Corporate Development
Compliance
Risk Management
Project Management
Executive Leadership
Chief Executive Officer
Chief Operating Officer
Chief Legal Officer
General Counsel
Legal Director
Head of Business Development
Commercial Director
Strategic Partnerships Manager
Contract Manager
Business Development Director
Chief Technology Officer
Head of Operations
Project Director
Compliance Officer
Risk Manager
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