Master Collaboration Agreement Template for Philippines

The Master Collaboration Agreement is a fundamental document used when parties wish to establish a long-term collaborative relationship while maintaining flexibility for future specific projects. This agreement type is particularly relevant in the Philippine business context, where cross-industry collaborations are common and must comply with local regulations. It provides a governing framework that addresses key aspects such as intellectual property rights, confidentiality, data protection, and dispute resolution under Philippine law, while allowing parties to enter into subsequent project-specific agreements without renegotiating basic terms. The document is especially useful for businesses engaging in ongoing partnerships, joint ventures, research collaborations, or strategic alliances, where multiple projects or initiatives may be undertaken over time. The agreement must align with various Philippine regulations, including the Civil Code, Intellectual Property Code, Data Privacy Act, and when applicable, the Philippine Competition Act.

1. Parties: Identification of the parties entering into the agreement, including their legal names, addresses, and company registration details

2. Background: Context of the collaboration, including the parties' business activities and their reasons for collaboration

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement

4. Scope of Collaboration: Overview of the intended collaboration activities and general principles governing the relationship

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances under which either party may terminate

6. Roles and Responsibilities: General duties and obligations of each party in the collaboration

7. Governance Structure: Management framework for the collaboration, including steering committees and decision-making processes

8. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP during the collaboration

9. Confidentiality: Protection and handling of confidential information exchanged during the collaboration

10. Data Protection: Compliance with Philippine Data Privacy Act and data handling procedures

11. Financial Terms: General principles for cost sharing, revenue allocation, and payment terms

12. Representations and Warranties: Standard guarantees made by each party regarding their capacity and authority

13. Liability and Indemnification: Allocation of risks and responsibilities for losses or damages

14. Force Majeure: Provisions for handling events beyond parties' reasonable control

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability