Collaboration Agreement Between Two Companies Template for Philippines

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Key Requirements PROMPT example:

Collaboration Agreement Between Two Companies

"I need a Collaboration Agreement Between Two Companies for a technology development partnership between a software company and a manufacturing firm in Manila, with focus on AI integration in manufacturing processes and strong IP protection clauses, to commence on March 1, 2025."

Document background
The Collaboration Agreement Between Two Companies is a vital legal instrument used when two business entities in the Philippines wish to formalize their cooperative relationship while maintaining separate corporate identities. This document is particularly relevant when companies plan to work together on specific projects, share resources, or combine expertise without creating a joint venture or merger. It addresses key aspects required under Philippine law, including corporate authority, intellectual property rights under the IP Code of the Philippines, data privacy compliance, and competition law considerations. The agreement typically includes detailed provisions on operational mechanics, risk allocation, and dispute resolution, tailored to meet specific business objectives while ensuring compliance with Philippine regulatory requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Healthcare

Education

Financial Services

Retail

Telecommunications

Energy

Agriculture

Construction

Professional Services

Research and Development

Entertainment

Transportation

Real Estate

Relevant Teams

Legal

Business Development

Operations

Finance

Compliance

Risk Management

Corporate Affairs

Strategy

Commercial

Project Management

Research and Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Chief Operations Officer

Project Manager

Contract Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Corporate Secretary

Managing Director

Partnership Manager

Strategy Director

General Counsel

Commercial Director

Industries
Civil Code of the Philippines (Republic Act No. 386): Fundamental law governing contracts, obligations, and business relationships between parties in the Philippines. Particularly relevant are Book IV on Obligations and Contracts, which sets out requirements for valid contracts, consent, object, and cause.
Revised Corporation Code of the Philippines (Republic Act No. 11232): Regulates corporate entities and their activities, including their capacity to enter into agreements and the necessary corporate approvals for business collaborations.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Governs intellectual property rights and their protection, crucial for provisions related to IP sharing, joint development, and confidentiality in collaboration agreements.
Philippine Competition Act (Republic Act No. 10667): Ensures that collaboration agreements do not violate anti-trust laws or create unfair competition in the market.
National Internal Revenue Code: Covers tax implications of business collaborations, including potential sharing of revenues, transfer pricing considerations, and tax obligations arising from the partnership.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, handling, and protection of personal and corporate data that may be shared between collaborating companies.
Securities Regulation Code (Republic Act No. 8799): Relevant if either company is publicly listed or if the collaboration involves securities or triggers disclosure requirements.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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