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1. Parties: Identification and details of the cooperating parties, including registered addresses and registration numbers
2. Background: Context of the cooperation, including the parties' respective businesses and their reasons for cooperation
3. Definitions: Definitions of key terms used throughout the agreement
4. Purpose and Scope: Detailed description of the cooperation's objectives and boundaries
5. Duration and Termination: Term of the agreement, renewal provisions, and termination circumstances
6. Roles and Responsibilities: Specific duties and obligations of each party in the cooperation
7. Financial Arrangements: Cost sharing, payment terms, and financial responsibilities
8. Intellectual Property Rights: Ownership and usage rights of existing and newly created IP
9. Confidentiality: Protection and handling of confidential information
10. Liability and Indemnification: Allocation of risks and responsibilities for damages
11. Force Majeure: Provisions for unforeseen circumstances and their impact on obligations
12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes
13. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on competing activities, used when parties operate in similar markets
2. Data Protection: GDPR compliance provisions, required when personal data is processed
3. Insurance: Insurance requirements, included when specific risks need to be covered
4. Personnel: Terms regarding staff involvement and transfers, needed when employees are directly involved
5. Marketing and Communications: Rules for public announcements and use of logos, relevant for public-facing cooperation
6. Exclusivity: Exclusive cooperation terms, used when parties agree to work exclusively
7. Exit Strategy: Detailed procedures for termination and business continuation, important for complex cooperations
8. Dispute Resolution: Alternative dispute resolution procedures, useful for international cooperation
1. Schedule 1 - Service Levels: Detailed performance metrics and standards for the cooperation
2. Schedule 2 - Financial Terms: Detailed breakdown of financial arrangements, pricing, and payment terms
3. Schedule 3 - Technical Specifications: Technical requirements and specifications for any products or services
4. Schedule 4 - Contact Details: List of key contacts and escalation procedures
5. Appendix A - Compliance Requirements: Specific regulatory or industry compliance requirements
6. Appendix B - Project Timeline: Detailed timeline and milestones for the cooperation
7. Appendix C - IP Register: List of relevant intellectual property and ownership details
8. Appendix D - Data Processing Agreement: Required GDPR documentation if personal data is processed
Affiliates
Background IP
Business Day
Commencement Date
Confidential Information
Cooperation
Cooperation Period
Deliverables
Effective Date
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Joint Steering Committee
Key Personnel
Material Breach
Objectives
Party/Parties
Project
Project Plan
Representatives
Results
Services
Steering Committee
Strategic Goals
Territory
Third Party
Working Group
Work Product
Scope of Cooperation
Duration and Term
Obligations of Parties
Financial Provisions
Intellectual Property Rights
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Warranties and Representations
Liability and Indemnification
Force Majeure
Termination
Exit Provisions
Assignment and Subcontracting
Notices
Amendments
Severability
Entire Agreement
Waiver
Third Party Rights
Dispute Resolution
Governing Law and Jurisdiction
Compliance with Laws
Insurance
Record Keeping
Audit Rights
Personnel
Resource Allocation
Project Management
Decision Making
Public Announcements
Exclusivity
Good Faith
Technology
Research & Development
Manufacturing
Healthcare
Education
Professional Services
Energy
Logistics
Financial Services
Sustainable Industries
Biotechnology
Agriculture
Construction
Maritime Industry
Legal
Business Development
Operations
Finance
Research and Development
Strategy
Commercial
Compliance
Procurement
Innovation
Partnership Management
Project Management
Chief Executive Officer
Managing Director
Legal Counsel
Business Development Manager
Project Manager
Operations Director
Chief Financial Officer
Partnership Manager
Contract Manager
Research Director
Innovation Manager
Strategic Alliance Manager
Compliance Officer
Commercial Director
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