COLLABORATION AGREEMENT
(hereinafter referred to as the “Agreement”) is entered into on this ____ day of ____________ , ______ (hereinafter referred to as the “Effective Date”).
BETWEEN THE FOLLOWING PARTIES:
Party 1 (First Collaborating Party): ______________________________ , a __________________ duly incorporated / registered under the laws of ______________________ , having its registered office / principal place of business at ________________________________________ , represented herein by ____________________________ , in the capacity of ______________________ (hereinafter referred to as “Party A” or the “First Party”);
AND
Party 2 (Second Collaborating Party): ______________________________ , a __________________ duly incorporated / registered under the laws of ______________________ , having its registered office / principal place of business at ________________________________________ , represented herein by ____________________________ , in the capacity of ______________________ (hereinafter referred to as “Party B” or the “Second Party”).
Party A and Party B are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
RECITALS
WHEREAS, each Party possesses certain expertise, resources, intellectual property and capabilities which, when combined, shall be mutually beneficial for the purpose of undertaking the Collaboration Project described hereinafter;
AND WHEREAS, the Parties are desirous of entering into a formal collaboration arrangement on the terms and conditions set out herein;
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and undertakings contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings ascribed to them hereunder:
(a) “Collaboration Project” shall mean __________________________________________________ , as more particularly described in Schedule A annexed hereto and forming part of this Agreement;
(b) “Confidential Information” shall mean all technical, commercial, financial, strategic or other proprietary information of a Party disclosed in connection with this Agreement, whether in written, oral, electronic or any other form, and which is identified as confidential or which by its nature ought reasonably to be treated as confidential;
(c) “Intellectual Property” or “IP” shall mean all patents, trademarks, copyrights, trade secrets, designs, know-how, data, databases, software, methodologies and all other intellectual property rights, whether registered or unregistered, subsisting in any part of the world;
(d) “Net Revenue” means gross revenues received from the Collaboration Project, less applicable taxes, refunds and agreed direct expenses;
(e) “Term” shall have the meaning ascribed to it under Clause 3 of this Agreement;
(f) “Territory” shall mean ______________________________ unless mutually extended in writing by the Parties.
1.2 Words importing the singular include the plural and vice versa. References to any statute or statutory provision include such statute or provision as amended, replaced or re-enacted from time to time.
2.SCOPE OF COLLABORATION
2.1 The Parties hereby agree to collaborate for the purpose of __________________________________________________ (the “Collaboration Project”) upon the terms and conditions hereinafter contained.
2.2 The specific roles, responsibilities, deliverables and timelines of each Party in relation to the Collaboration Project are set out in Schedule A to this Agreement, which may be updated by mutual written consent of the Parties from time to time.
2.3 Party A’s primary responsibilities shall include: _____________________________________________ .
2.4 Party B’s primary responsibilities shall include: _____________________________________________ .
2.5 Neither Party shall undertake any act, obligation or commitment on behalf of the other Party without the prior written consent of such other Party, and nothing in this Agreement shall be construed to constitute a partnership, joint venture or agency relationship between the Parties.
3.TERM AND COMMENCEMENT
3.1 This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of ________ ( ______ ) ________ , unless earlier terminated in accordance with the provisions of Clause 13 hereof (the “Term”).
3.2 Upon the expiry of the initial Term, this Agreement may be renewed for successive periods of ________ each, by mutual written agreement of the Parties executed not less than ______ days prior to the expiry of the then-current Term.
4.FINANCIAL ARRANGEMENTS AND REVENUE SHARING
4.1 The financial contributions of each Party towards the Collaboration Project shall be as follows:
(a) Party A shall contribute: _____________________________________________ ;
(b) Party B shall contribute: _____________________________________________ .
4.2 The Net Revenue generated from the Collaboration Project shall be shared between the Parties in the following proportion: Party A: ______ %; Party B: ______ %, or as otherwise agreed in writing.
4.3 All payments shall be made within ____ ( ______ ) days of the end of each ____________ to the bank account details specified in Schedule B hereto. All amounts shall be in __________ unless otherwise agreed.
4.4 Each Party shall be responsible for maintaining accurate books of accounts and financial records pertaining to the Collaboration Project and shall make such records available for inspection by the other Party upon ____ ( ________ ) days’ prior written notice.
5.INTELLECTUAL PROPERTY RIGHTS
5.1 Pre-existing IP: Each Party shall retain exclusive ownership of all Intellectual Property owned or controlled by it prior to the Effective Date or developed independently outside the scope of this Agreement (“Background IP”). Nothing in this Agreement shall be construed as a transfer or assignment of any Background IP by either Party to the other.
5.2 Collaboration IP: All Intellectual Property created, developed, conceived or first reduced to practice jointly by the Parties in the course of the Collaboration Project (“Collaboration IP”) shall be jointly owned by the Parties in equal shares, unless otherwise agreed in writing. Each Party shall promptly disclose to the other any Collaboration IP upon its creation.
5.3 Each Party hereby grants to the other Party a non-exclusive, royalty-free, non-transferable licence to use its Background IP solely to the extent necessary for the performance of obligations under this Agreement.
5.4 Neither Party shall, without prior written consent of the other Party, file any patent, trademark or other IP application in respect of any Collaboration IP in its sole name.
6.CONFIDENTIALITY AND NON-DISCLOSURE
6.1 Each Party (as “Receiving Party”) undertakes to hold all Confidential Information received from the other Party (“Disclosing Party”) in strict confidence and to use such Confidential Information solely for the purposes of fulfilling its obligations under this Agreement.
6.2 The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose, divulge, publish, communicate or otherwise make available any Confidential Information to any third party.
6.3 The obligations of confidentiality under this Clause shall not apply to information which: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed pursuant to any applicable law, court order or regulatory authority.
6.4 The obligations of confidentiality under this Clause 6 shall survive the expiry or termination of this Agreement for a period of ____ ( ________ ) years.
7.NON-COMPETE AND EXCLUSIVITY
7.1 Non-Competition: During the Term of this Agreement and for a period of ____ ( ________ ) year(s) following its expiry or termination (the “Restricted Period”), neither Party shall, directly or indirectly, whether alone or in conjunction with any other person, carry on, be engaged in, be interested in or assist any business which is in competition with the Collaboration Project within the Territory, without the prior written consent of the other Party.
7.2 Non-Solicitation: During the Term and throughout the Restricted Period, neither Party shall, directly or indirectly, solicit, induce or attempt to induce any employee, officer, consultant or key personnel of the other Party who was involved in the Collaboration Project to terminate their engagement with such other Party.
7.3 Non-Circumvention: Neither Party shall, directly or indirectly, circumvent, avoid, bypass or obviate the other Party’s interest or rights under this Agreement, including by entering into any direct arrangement with any client, customer, vendor or third party introduced by the other Party in connection with the Collaboration Project.
7.4 The Parties acknowledge that the restrictions contained in this Clause 7 are reasonable and necessary for the protection of the legitimate business interests of each Party and that a breach thereof would cause irreparable harm for which monetary damages alone may not be an adequate remedy.
8.REPRESENTATIONS AND WARRANTIES
8.1 Each Party hereby represents, warrants and covenants to the other Party, as of the Effective Date and throughout the Term, that:
(a) It is duly incorporated/organised and validly existing under the applicable laws and has full legal capacity, right and authority to enter into, execute and perform its obligations under this Agreement;
(b) this Agreement has been duly authorised, executed and delivered by such Party and constitutes a valid, binding and enforceable obligation of such Party in accordance with its terms;
(c) the execution, delivery and performance of this Agreement by such Party does not conflict with or violate any applicable law, regulation, order, judgment, agreement or instrument to which it is a party or by which it is bound;
(d) there is no pending or threatened litigation, arbitration, investigation or proceeding which would materially and adversely affect such Party’s ability to perform its obligations hereunder;
(e) it shall perform its obligations under this Agreement in a professional, diligent and workmanlike manner, in compliance with all applicable laws and regulations.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1 Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its directors, officers, employees, agents and successors (“Indemnified Party”) from and against any and all losses, claims, damages, liabilities, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by the Indemnifying Party of its representations, warranties or obligations under this Agreement; or (b) the gross negligence or wilful misconduct of the Indemnifying Party.
9.2 In no event shall either Party be liable to the other for any indirect, consequential, special, incidental or punitive damages arising out of or related to this Agreement, howsoever caused, even if such Party has been advised of the possibility of such damages.
9.3 The aggregate liability of either Party to the other under or in connection with this Agreement shall not exceed the total financial contribution made by the liable Party during the ____ ( ________ ) months immediately preceding the event giving rise to the claim, except in cases of fraud or wilful misconduct.
10.FORCE MAJEURE
10.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond such Party’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, pandemic, epidemic, government actions, power failures or any other event of force majeure (“Force Majeure Event”).
10.2 The Party affected by a Force Majeure Event shall notify the other Party in writing as soon as reasonably practicable, providing details of the nature and expected duration of the Force Majeure Event, and shall use all reasonable endeavours to mitigate the effects thereof and resume performance at the earliest opportunity.
10.3 If a Force Majeure Event continues for a period exceeding ____ ( ________ ) consecutive days, either Party may terminate this Agreement by giving ____ ( ______ ) days’ written notice to the other Party, without any liability to either Party.
11.DISPUTE RESOLUTION — ALTERNATIVE DISPUTE RESOLUTION (ADR)
11.1 Amicable Resolution: In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or validity thereof (“Dispute”), the Parties shall first endeavour in good faith to resolve such Dispute amicably through direct negotiation between their senior representatives. Either Party may invoke this procedure by issuing a written notice to the other Party specifying the nature of the Dispute in reasonable detail.
11.2 Mediation: If the Dispute is not resolved through direct negotiation within ____ ( ______ ) days of the date of the written notice referred to in Clause 11.1 (or such extended period as the Parties may agree in writing), either Party may, by written notice to the other, refer the Dispute to mediation administered by ______________________________ (“Mediation Centre”) in accordance with its then-current mediation rules. The mediation shall be conducted in ____________________ in the __________ language, and the costs shall be shared equally between the Parties unless otherwise agreed.
11.3 Arbitration: If the Dispute remains unresolved within ____ ( ______ ) days following the commencement of mediation proceedings, or if either Party declines mediation, the Dispute shall be finally and conclusively resolved by binding arbitration in accordance with the rules of ______________________________ (“Arbitral Institution”). The arbitration shall be conducted by ____ ( ______ ) arbitrator(s) appointed in accordance with the said rules. The seat and venue of arbitration shall be ____________________ . The language of arbitration shall be ____________ . The arbitral award shall be final and binding upon the Parties and enforceable in any court of competent jurisdiction.
11.4 Continuation of Performance: Notwithstanding the existence of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement during the pendency of any negotiation, mediation or arbitration proceedings, unless the Agreement has been terminated.
11.5 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of ______________________________ , without regard to its conflict of laws principles.
11.6 Jurisdiction: Subject to the arbitration provisions of Clause 11.3, the Parties hereby irrevocably submit to the exclusive jurisdiction of the courts at ____________________ for interim relief or enforcement of any arbitral award.
12.DATA PROTECTION AND PRIVACY
12.1 Each Party shall comply with all applicable data protection and privacy laws and regulations in connection with the processing of personal data under this Agreement.
12.2 Each Party shall implement and maintain appropriate technical, organisational and administrative security measures to protect any personal data processed in the course of the Collaboration Project from unauthorised access, disclosure, alteration, loss or destruction.
12.3 Neither Party shall transfer personal data to any third party or jurisdiction without the prior written consent of the other Party and in compliance with applicable data protection laws.
13.TERMINATION
13.1 Termination for Convenience: Either Party may terminate this Agreement without cause by giving not less than ____ ( ______ ) days’ prior written notice to the other Party.
13.2 Termination for Cause: Either Party may terminate this Agreement with immediate effect by written notice to the other Party if: (a) the other Party commits a material breach of any of its obligations under this Agreement and fails to remedy such breach within ____ ( ______ ) days of receipt of a written notice specifying the breach; (b) the other Party becomes insolvent, is subject to winding-up, administration, receivership or analogous proceedings; or (c) the other Party is convicted of any criminal offence or engages in conduct bringing disrepute.
13.3 Consequences of Termination: Upon expiry or termination of this Agreement: (a) each Party shall promptly return or destroy all Confidential Information of the other Party; (b) all licences granted hereunder shall immediately cease; (c) each Party shall settle all outstanding financial obligations within ____ ( ______ ) days; and (d) the provisions of Clauses 5, 6, 7, 9, 11 and 14 shall survive such expiry or termination.
14.GENERAL PROVISIONS
14.1 Entire Agreement: This Agreement, together with its Schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, and agreements between the Parties, whether oral or written.
14.2 Amendments: No amendment, modification or variation of this Agreement shall be valid unless made in writing and duly signed by authorised representatives of both Parties.
14.3 Waiver: No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof.
14.4 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions shall continue in full force and effect.
14.5 Notices: All notices and communications under this Agreement shall be in writing and delivered by hand, registered post or email to the addresses and contacts specified below, or to such other address as a Party may notify the other in writing:
For Party A:
Name: ________________________
Address: ______________________________
Email: ________________________
For Party B:
Name: ________________________
Address: ______________________________
Email: ________________________
14.6 Assignment: Neither Party shall assign, transfer, sub-contract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
14.7 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument. Electronic signatures shall be deemed valid and binding.
14.8 Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, employment or fiduciary relationship between the Parties.
IN WITNESS WHEREOF
The Parties hereto have caused this Agreement to be duly executed by their respective authorised representatives as of the day and year first written above.
| For and on Behalf of Party A
Authorised Signatory: ________________________ Name: ________________________ Designation: ________________________ Date: ________________________ Place: ________________________ Company Seal / Stamp: ________________________ |
For and on Behalf of Party B
Authorised Signatory: ________________________ Name: ________________________ Designation: ________________________ Date: ________________________ Place: ________________________ Company Seal / Stamp: ________________________ |
WITNESSES:
| Witness 1:
Name: ______________________ Address: ____________________ Signature: __________________ |
Witness 2:
Name: ______________________ Address: ____________________ Signature: __________________ |
SCHEDULE A — SCOPE OF COLLABORATION PROJECT
Project Name: ________________________________________
Project Description: __________________________________________________
Project Objectives: __________________________________________________
Deliverables: __________________________________________________
Timeline / Milestones: ________________________________________
Key Performance Indicators (KPIs): ______________________________
Applicable Jurisdiction / Regulatory Approvals Required: ______________________________
SCHEDULE B — BANK ACCOUNT DETAILS
Party A:
Account Name: ______________________________
Bank Name: ________________________
Account No.: ______________________
IFSC / SWIFT Code: ____________________
Party B:
Account Name: ______________________________
Bank Name: ________________________
Account No.: ______________________
IFSC / SWIFT Code: ____________________
This Agreement is a legally binding document. Both Parties are advised to seek independent legal counsel before execution.