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1. Parties: Identifies the contracting companies, including their full legal names, registration numbers, and registered addresses
2. Background: Sets out the context of the collaboration and each party's business activities and objectives
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Scope of Collaboration: Details the specific areas and nature of collaboration between the parties
5. Rights and Obligations: Outlines the specific responsibilities and commitments of each party
6. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated
7. Intellectual Property Rights: Addresses ownership and usage rights of existing and newly created IP
8. Confidentiality: Establishes obligations regarding the protection and non-disclosure of confidential information
9. Financial Terms: Details any financial arrangements, cost-sharing, or revenue-sharing mechanisms
10. Representations and Warranties: Contains statements of fact and promises made by each party
11. Limitation of Liability: Sets out the extent and limitations of each party's liability
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for dispute resolution
13. General Provisions: Includes standard boilerplate clauses such as force majeure, entire agreement, and amendments
1. Non-Competition: Include when parties need to agree not to compete in specific areas or markets
2. Personnel Exchange: Include when collaboration involves secondment or exchange of employees
3. Marketing and Branding: Include when collaboration involves joint marketing or brand usage
4. Insurance: Include when specific insurance coverage is required for the collaboration
5. Data Protection: Include when collaboration involves sharing or processing of personal data
6. Quality Control: Include when collaboration involves product development or service delivery standards
7. Dispute Resolution: Include when parties want specific alternative dispute resolution mechanisms
8. Force Majeure: Include detailed force majeure provisions when needed beyond standard clause
1. Schedule 1 - Project Plan: Detailed timeline and milestones for the collaboration
2. Schedule 2 - Key Personnel: List of key contacts and responsible personnel from each party
3. Schedule 3 - Technical Specifications: Technical details of products, services, or systems involved in the collaboration
4. Schedule 4 - Service Levels: Performance metrics and service level requirements
5. Schedule 5 - Fee Schedule: Detailed breakdown of any fees, costs, or revenue sharing arrangements
6. Schedule 6 - Intellectual Property Register: List of background IP and allocation of foreground IP
7. Appendix A - Compliance Requirements: Specific regulatory or compliance requirements applicable to the collaboration
8. Appendix B - Form of Reports: Templates for required reports and documentation
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