Cooperative Agreement Contract Template

Use Template

Agreement of Cooperation

 

  1. Introduction: The purpose of this Agreement is to establish the terms and conditions of the cooperative relationship between Party A and Party B in order to ___________.

 

Project Description. ____________________________

2) Title. The working title for the project is __________________.

3) Funding and Budget. ______________________ shall raise/provide all funds necessary to carry out the project. A budget for the project is Attachment A to this agreement and is incorporated herein by reference. In succeeding years of this agreement, the parties shall work together to develop a mutually agreeable annual budget modeled on Attachment A.

4) Project Schedule. The project schedule is set forth in Attachment B to this agreement and is incorporated herein by reference. In succeeding years of this agreement, the parties shall work together to develop a mutually agreeable project schedule modeled on Attachment B.

5) Technical Specifications. Attachment C to this agreement contains technical specifications for the project. Attachment C is incorporated herein by reference.

1 “Whereas” clauses can be used to describe the parties, their missions, and their motivations in undertaking the project.

Page 2 of 4

6) Rights and Responsibilities. The parties shall work together to determine the key creative elements of the activities under this agreement. No party may unreasonably withhold its approval of any particular key creative element. The parties respective rights and responsibilities are as follows: _______________________________.

Responsibilities of Party A Party A shall be responsible for ___________.

Responsibilities of Party B Party B shall be responsible for ___________.

 

7) Credit. The parties, and third party contributors, are to receive credit in connection with the project as follows: _____________________________.

8) Publicity and Use of Proprietary Marks. Each party shall obtain prior written approval from the other party prior to using the other party’s trademarks or trade names, images or holdings (collectively, “Proprietary Marks”) in connection with the activities under this agreement. This applies to all uses regardless of whether on the web, in print, or in any other media. Once approved, similar uses in the same context and format will not require additional approval. In the event that this agreement expires or terminates for any reason, each party shall immediately discontinue using the other party’s Proprietary Marks, except as follows: _____________________.

9) Copyright, Clearances, and Ownership.

  1. a) _________________________ will own the physical and intellectual property resulting from the project.
  2. b) ____________________ hereby grants ___________________ a fully paid up/royalty-free, perpetual, irrevocable, worldwide, nonexclusive, nontransferable license to use, reproduce, transmit, display, perform, prepare derivative works from, distribute, and authorize the redistribution of _________________________.
  3. c) ____________________ is solely and exclusively responsible for obtaining any necessary clearances, permissions, and/or releases necessary to carry out the activities contemplated in this agreement. Such clearances, permissions, and/or releases may pertain to but are not limited to copyright, right of publicity, trademarks, trade names, contracts, patents, literary, artistic, dramatic, personal, private, civil or property right or right of privacy or “moral rights of authors,” defamation, or any other right whatsoever.

10) Warranties and Indemnifications.

  1. a) Each party represents and warrants that it has the full right and power to enter into this agreement and that it is fully ready, willing, and able to perform all its obligations hereunder.
  2. b) _____________________ warrants that it has obtained or will obtain all necessary clearances, permissions, and/or releases as provided above.

Page 3 of 4

  1. c) Each party shall indemnify the other against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of any facility or thing furnished by the indemnifying party in connection with the activities under this agreement, or arising out of any acts done or words spoken by persons furnished therefore by it and/or any use of any material furnished therefore by it, or arising out of or caused by its breach of any warranty or agreement contained in this agreement. Each party shall provide the other party with prompt written notice of any such claims of which the first party is aware, and the parties shall cooperate in the defense and resolution of such claims.

11) Notice. All notices required to be given hereunder shall be in writing and sent by: ______________________ to _____________________. Notice is effective when given.

12) Term and Termination. The term of this agreement is _________ years from the agreement's effective date. In the event that either party breaches this agreement and fails to cure such breach within sixty days after receiving written notice of such breach from the other party, the party sending such notice may terminate this agreement by giving the party in breach written notice of its election to terminate.

13) Records. Each party shall retain all its records relating to this agreement for a period of three years following expiration or termination of the agreement, or following resolution of a dispute under this agreement, whichever occurs later.

  1. 15. Term This Agreement shall commence on the date of signature and shall continue in effect until ___________.
  2. Amendment This Agreement may be amended from time to time by mutual written agreement of the Parties.
  3. Waiver The failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that or any other provision.
  4. Severability If any provision of this Agreement is held to be unenforceable, the Parties shall substitute for the unenforceable provision a provision that is valid and enforceable and that achieves to the greatest extent possible the economic, legal and commercial objectives of the unenforceable provision.
  5. Integration and Assignment This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both Parties. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. Neither this Agreement nor any rights, interests or obligations under this Agreement may be assigned by operation of law or otherwise by any Party without the prior written consent of the other Parties. Any purported assignment in violation of this provision shall be void and without effect.
  6. Construction The headings used in this Agreement are provided for convenience only and shall not affect the construction of or be taken into consideration in interpreting this Agreement. As used in this Agreement, the word "including" means "including without limitation", and the word "includes" means "includes without limitation".
  7. Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of ___________ without giving effect to any choice or conflict of law provision or rule.
  8. Dispute Resolution Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect.

. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be considered one and the same agreement. A facsimile or electronic copy of a manually executed original shall be deemed to have the same legal effect as the original. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

 Miscellaneous.

  1. a) Nature of Relationship. Nothing in this agreement is intended or is to be deemed to create a partnership or joint venture between the parties.
  2. b) No waiver. No waiver or modification of any of the terms of this agreement will be valid unless in writing. No waiver by either party of a breach hereof or default hereunder will be deemed a waiver by such party of any subsequent breach or default.
  3. c) Severability. If any particular term, covenant, or provision of this agreement is determined to be invalid or unenforceable, the invalidity or unenforceability thereof will not affect the remaining provisions of this agreement, which will nevertheless remain in full force and effect.
  4. d) Force Majeure. Performance by either party under this agreement is excused during the period such performance is prevented or delayed by government restrictions (whether with or without valid jurisdiction), war or warlike activity, insurrection or civil disorder, or any other causes similar or dissimilar to the foregoing that are beyond the control of either party and are not foreseeable at the time the agreement is executed.

Page 4 of 4

  1. e) Captions. Any captions or headings to the sections of this agreement are solely for the convenience of the parties hereto, are not part of this agreement, and are not to be used for the interpretation or determination of the validity hereof.
  2. f) Counterparts. This agreement may be executed in counterparts. Facsimile or copied signatures are to be deemed originals.
  3. g) Assignment. Neither party hereto may assign this agreement without the written consent of the other, such consent not to be unreasonably withheld.
  4. h) Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all pre-existing agreements and understandings between them with respect thereto.
  5. i) Choice of Law and Venue. This agreement is to be governed for all purposes by, and construed in accordance with the law of _____________, and venue is to lie exclusively in the courts of ____________________

 

 

 

Party A ________________________

Signature ________________________

Typed or Printed Name ________________________

Title Date: ______________________

Party B ________________________

Signature ________________________

Typed or Printed Name ________________________

Title Date: ______________________