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1. Parties: Identifies and provides full legal details of all parties entering into the cooperation agreement
2. Background: Sets out the context and purpose of the cooperation, including brief description of each party's business and their reasons for cooperation
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Scope of Cooperation: Outlines the specific areas and nature of cooperation between the parties
5. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated
6. Roles and Responsibilities: Details the specific obligations and responsibilities of each party
7. Financial Arrangements: Outlines any financial obligations, cost-sharing, or revenue-sharing arrangements
8. Confidentiality: Establishes obligations regarding the protection and non-disclosure of confidential information
9. Intellectual Property: Addresses ownership and usage rights of existing and newly created intellectual property
10. Liability and Indemnification: Sets out the allocation of risks and responsibilities for losses or damages
11. Dispute Resolution: Establishes procedures for resolving disputes between the parties
12. General Provisions: Contains standard legal provisions including notices, amendments, governing law, and entire agreement
1. Competition Compliance: Required when cooperation involves potential competition law implications or market-sensitive activities
2. Data Protection: Include when the cooperation involves sharing or processing personal data
3. Staff and Resources: Necessary when the cooperation involves sharing personnel or physical resources
4. Quality Standards: Include when specific quality standards or certifications must be maintained
5. Insurance: Required when specific insurance coverage is necessary for the cooperation
6. Export Control: Include for international cooperation involving controlled goods or technology
7. Force Majeure: Optional but recommended for long-term cooperation agreements
8. Marketing and Branding: Include when cooperation involves joint marketing or brand usage
1. Schedule 1 - Scope of Work: Detailed description of cooperation activities, deliverables, and timelines
2. Schedule 2 - Key Personnel: List of key contacts and responsible individuals from each party
3. Schedule 3 - Financial Terms: Detailed breakdown of financial arrangements, including pricing, payment terms, and cost allocation
4. Schedule 4 - Service Levels: Specific performance metrics and standards to be maintained
5. Schedule 5 - Intellectual Property Register: Inventory of background IP and provisions for foreground IP
6. Appendix A - Reporting Templates: Standard forms and templates for regular reporting and communication
7. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
8. Appendix C - Technical Specifications: Detailed technical requirements or specifications for the cooperation
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Cooperation Activities
Cooperation Period
Deliverables
Disclosing Party
Effective Date
Force Majeure Event
Foreground IP
Intellectual Property Rights
Key Personnel
Material Breach
New Zealand Business Hours
Objectives
Party/Parties
Project
Project Plan
Receiving Party
Representatives
Resources
Schedule
Services
Shared Information
Strategic Goals
Term
Territory
Third Party
Working Group
Definitions
Term and Duration
Scope of Cooperation
Objectives
Roles and Responsibilities
Financial Arrangements
Resource Allocation
Intellectual Property Rights
Confidentiality
Data Protection
Performance Standards
Reporting Requirements
Governance Structure
Decision Making
Personnel
Non-Competition
Non-Solicitation
Warranties
Liability and Indemnification
Insurance
Force Majeure
Termination
Exit Rights
Dispute Resolution
Notices
Assignment
Subcontracting
Relationship of Parties
Compliance with Laws
Anti-Bribery
Health and Safety
Environmental Compliance
Entire Agreement
Variation
Severability
Governing Law
Jurisdiction
Technology
Manufacturing
Research and Development
Education
Healthcare
Agriculture
Financial Services
Environmental Services
Construction
Retail
Professional Services
Tourism
Energy
Transportation and Logistics
Media and Entertainment
Legal
Business Development
Operations
Strategy
Commercial
Risk and Compliance
Research and Development
Innovation
Partnership Management
Project Management
Executive Leadership
Finance
Corporate Affairs
Chief Executive Officer
Managing Director
Legal Counsel
Contract Manager
Business Development Manager
Project Manager
Operations Director
Partnership Manager
Commercial Manager
Strategy Director
Risk Manager
Compliance Officer
Research Director
Innovation Manager
Alliance Manager
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