Collaboration Agreement Template
This Collaboration Agreement (hereinafter referred to as the "Agreement") is entered into on (the "Effective Date") by and between
, an individual having their usual place of living at (hereinafter referred to as the "Party 1"), and
, an individual having their usual place of living at (hereinafter referred to as the "Party 2"), collectively referred to as the "Parties".
WHEREAS the Parties have specific experience and assets and desire to join their resources for mutual success;
WHEREAS the Parties wish to collaborate on commercial and any other projects (the "Project");
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the Parties hereby agree as follows:
Subject of the AgreementIn accordance with the terms and conditions of the Agreement, the Parties shall work on the following Project:
If necessary, the Parties shall agree on a detailed Project plan that will be construed in writing in a separate Annex and will make an integral part of this Agreement.
Ownership rights. Each Party owns and will retain all ownership rights in all Project assets the Party uses or makes available for collaboration.
Assets contribution. The Parties shall make the following contributions to the Project:
Each Party shall follow the terms and conditions of the Agreement in good faith. All significant decisions regarding the collaboration under this Agreement shall require mutual consent of the Parties. Important decisions for this Agreement will include but are not limited to decisions regarding the nature of the services to be provided, funding, and budget to carry out the purpose of the collaboration.
The Party 1 shall: .
The Party 2 shall: .
In consideration of the performance of the Project, the Party 1 shall pay the Party 2 of for . All payments will be due on .
The Party 1 shall be responsible for all taxes on all fees received under this Agreement.
Either Party should maintain regular and accurate records and shall prepare regular reports on the activities, payments, and expenses related to the Agreement.
Either Party has the right to carry out an inspection of such records and reports.
Financial arrangementsProfit resulting from the collaboration under this Agreement shall be distributed between the Parties in equal parts.
Intellectual property rightsFor the purpose of this Agreement, the "Intellectual Property" or "IP" means any copyrights and related rights, database rights, patents, designs, trade secrets, confidential or proprietary information, know-how, software, documentation, formulae, specifications, trademarks, service marks, or other industrial or intellectual property rights, and any applications for any of the foregoing, whether registered or not and whether registrable or not, and all similar or equivalent rights or forms of protection in any part of the world.
The Parties agree that, as of the Effective Date of this Agreement, either Party owns some Intellectual Property (the "Pre-Existing Intellectual Property") that may be used for the purpose of the Agreement.
The Party will continue to own its Pre-Existing IP and shall grant another Party a license to allow the use of the Pre-Existing IP for the Agreement. The Parties agree to sign a separate license agreement to specify the details of such use, if necessary.
The Parties agree that collaboration under this Agreement may result in the creation of some Intellectual Property (the "Created Intellectual Property"). The Parties agree that the Intellectual Property rights to the Created IP shall be owned by the Parties jointly.
Neither Party shall be entitled to assign and/or transfer any of its rights and/or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
During the term of this Agreement and for a period of thereafter, each Party shall not directly or indirectly (including via entities in which the Party owns or controls) employ, solicit to employ, or otherwise engage or attempt to do so the employees, contractors, or consultants of the other Party.
This Agreement shall enter into force on the Effective Date and shall be valid for unless terminated earlier as defined herein.
Each Party has the right to terminate this Agreement with no cause upon days prior written notice to another Party.
Each Party may terminate this Agreement in the event of a material breach by another Party.
For the purpose of this Agreement, a material breach shall include a failure to perform obligations under this Agreement and/or any other agreements between the Parties related to collaboration under this Agreement.
If the Party materially breaches the Agreement, the other Party shall have the right to terminate the Agreement immediately by sending a written notice of termination and demand reimbursement of damages.
Other conditions of termination. Either Party may terminate this Agreement immediately upon written notice if the other Party is declared bankrupt, files for bankruptcy, or ceases to function or conduct operations in the normal course of business.
Liability and indemnificationNeither Party shall be liable to the other Party for special, indirect, or consequential damages, including lost profits, special damages, or loss of data, under any circumstances whatsoever, in connection with this Agreement.
The Parties will indemnify and hold each other harmless from any demands, claims, damages, expenses, including attorney's fees and costs, and liability resulting from the collaboration under this Agreement, except resulting from gross negligence or misconduct of any Party.
"Confidential information" shall mean any information which is disclosed by one Party to another in connection with the Agreement and is conveyed either (i) in written, graphic, machine-readable, or other tangible form and marked "confidential," "proprietary," or in some other manner to indicate its confidential nature. Confidential information includes but is not limited to all financial and business information related to the Parties’ collaboration under this Agreement, business plans, accounts, calculations, sales and marketing materials, trade secrets, know-how, inventions, contacts, customer lists, etc.
Neither Party shall disclose any terms or conditions of this Agreement or give a copy of this Agreement to any third party, except (a) if required by law or in any judicial proceeding, provided that the releasing party has given the other party reasonable notice of that requirement; (b) to the Party's attorneys, accountants, brokers, and other consultants or advisers, provided they agree to be bound by this paragraph.
Nothing in this Agreement shall constitute a partnership between the Parties. Notwithstanding any provision of this Agreement, neither Party has the power nor the right to bind, commit, or obligate the other Party to any agreements, contracts, or financial commitments.
NoticesAll notices to the Parties required or otherwise given under the Agreement shall be given to the addresses set forth below:
If to the Party 1:
Attn. , .
If to the Party 2:
Attn. , .
"Force majeure" means earthquake, flood, storm, other acts of God, war, emergency, accident, industrial strike, acts of government, or other impediments that the affected Party proves were beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this Agreement or to have avoided or overcome it or its consequences.
The Party affected by force majeure shall not be deemed to be in breach of this Agreement or otherwise be liable to the other because of any delay in performance or the non-performance of any of the obligations under this Agreement to the extent that the delay or non-performance is due to any force majeure of which one Party has notified the other Party as agreed hereinafter. The time for the performance of that obligation shall be extended accordingly. If any force majeure occurs with either Party that affects or is likely to affect the performance of any of the obligations under this Agreement, the Party shall notify the other Party within a reasonable time as to the nature and extent of the circumstances in question and their effect on the ability to perform.
This Agreement will be governed by and construed in accordance with the laws of the State of , except for its conflict of laws principles.
In case of any dispute arising from or in connection with this Agreement, the Parties shall seek an amicable resolution through good-faith negotiations or mediation. If an amicable dispute resolution is not achieved, the Parties agree on the exclusive jurisdiction of the court located in the State of .
MiscellaneousSeverability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability. The illegality, invalidity, or unenforceability of such a provision in that jurisdiction will not affect the legality, validity, or enforceability of such a provision or any other provision of this Agreement in any other jurisdiction.
Binding character. The Parties agree that this Agreement is intended to create a legally binding agreement between them.
Amendments. This Agreement is the complete and exclusive agreement between the Parties concerning the subject matter hereof, superseding any prior agreements and communications, both written and oral, regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.
Annex. Project plan.
IN WITNESS WHEREOF, the Parties have signed this Agreement.
Details and signatures of the PartiesThe Party 1
Full name:
Address:
Signature: ____________
Banking details:
The Party 2
Full name:
Address:
Signature: ____________
Banking details:
Project plan
The Parties have agreed on the following project plan:
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