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1. Parties: Identifies and provides full details of all parties entering into the business alliance
2. Background: Sets out the context and purpose of the alliance, including each party's business activities and reasons for collaboration
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Alliance: Details the specific areas of cooperation and boundaries of the business relationship
5. Term and Termination: Specifies the duration of the alliance and circumstances under which it can be terminated
6. Obligations of the Parties: Outlines the specific responsibilities and commitments of each party
7. Financial Arrangements: Details the financial terms, cost sharing, and revenue distribution arrangements
8. Intellectual Property Rights: Addresses ownership and usage rights of existing and newly created intellectual property
9. Confidentiality: Establishes obligations regarding the protection and handling of confidential information
10. Representations and Warranties: Contains statements of fact and promises made by each party
11. Liability and Indemnification: Sets out the allocation of risks and responsibilities for losses
12. Dispute Resolution: Specifies procedures for resolving disagreements between parties
13. Governing Law: Confirms Malaysian law as governing law and jurisdiction
14. General Provisions: Includes standard boilerplate clauses such as force majeure, notices, and assignment
1. Non-Competition: Include when parties need to agree not to compete in specific markets or business areas
2. Personnel and Secondment: Required when the alliance involves sharing or transferring employees between parties
3. Marketing and Branding: Include when the alliance involves joint marketing activities or brand usage
4. Quality Control: Necessary when parties need to maintain specific quality standards in their collaboration
5. Technology Transfer: Include when the alliance involves sharing or developing technology
6. Regulatory Compliance: Add when the alliance operates in heavily regulated industries
7. Insurance: Include when specific insurance coverage needs to be maintained by parties
8. Data Protection: Required when alliance involves significant data sharing or processing
9. Environmental Compliance: Include for alliances involving environmental impacts or responsibilities
1. Business Plan: Detailed plan outlining the strategic objectives and implementation of the alliance
2. Financial Terms: Detailed breakdown of financial arrangements, including pricing, cost sharing, and payment terms
3. Key Performance Indicators: Specific metrics and targets for measuring the alliance's success
4. Allocated Resources: List of resources each party commits to the alliance, including personnel, facilities, and equipment
5. Technical Specifications: Detailed technical requirements or standards relevant to the alliance
6. Intellectual Property Register: List of IP owned by each party and any jointly developed IP
7. Territorial Scope: Detailed description of geographical areas covered by the alliance
8. Contact Details: List of key contacts and authorized representatives from each party
9. Compliance Requirements: Specific regulatory or industry compliance requirements applicable to the alliance
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