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COLLABORATION AGREEMENT

 

This Collaboration Agreement (the “Agreement”) is effective [DATE],

 

 

BETWEEN: [YOUR COMPANY NAME], (“Party A”) a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at:

 

[YOUR COMPLETE ADDRESS]

 

 

AND: [COMPANY NAME], (“Party B”) a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at:

 

[COMPLETE ADDRESS]

 

 

Collectively, Party A and Party B shall be referred to as the “Parties.”

 

WHEREAS, Party A and Party B wish to collaborate with each other for the fulfillment of certain business purposes, as discussed further in the Agreement;

 

WHEREAS, Party A is in the business of [SPECIFY BUSINESS] and Party B is in the business of [SPECIFY BUSINESS];

 

WHEREAS, the Parties desire to collaborate for the pursuit of common business goals;

 

WHEREAS, the Parties hereto have, after several consultations with each other, shown the intention to co-operate with each other and enter into collaboration with each other.

 

NOW, THEREFORE, the Parties agree as follows:

 

 

TERM

 

 

The present Agreement shall c

ome into force on

[SPECIFY DATE]

and shall be in force unless terminated by

either

P

arty

,

as per the provisions of the present Agreement.

 

 

SCOPE

 

 

The scope of

the present Agreement is [

SPECIFY

THE SCOPE

IN DETAIL

].

 

 

RESPONSIBILITIES AND

ACKNOWLEDGEMENTS OF THE PARTIES

 

 

The

Parties declare that they shall follow the terms of the contract in good faith and with the best interests to promote the

B

usiness contemplated under the present Agreement.

The Parties

shall fulfill all

their

obligations by being compliant

with

the applicable laws

.

 

 

REVENUE SHARING

 

 

The

revenues collected by the Parties

out

of

the

Business

shal

l be divided between

Party A

and

Party B

in the following ratio:

 

To

Party A

: [

SPECIFY

THE

PERCENTAGE]

%

o

f the revenue generated out of the Business

;

 

To

Party B

: [

SPECIFY

THE

PERCENTAGE]

%

o

f the revenue generated out of the Business

;

 

The said reve

nue shall be split within [

SPECIFY NUMBER OF

DAYS]

days of receiving of the

P

arties

.

 

 

AUDIT

 

The Parties

shall have the right to audit the book of accounts of the revenue received out of the

Business

,

and

if

either Party

has been paid less than the due am

ount to be paid

,

then

that

Party

shall be paid the

debts

of the amount due to it

plus

an int

erest of [

SPECIFY

THE

PERCENTAGE

]

%

.

 

 

CONFIDENTIALITY

 

 

The terms of this Agreement are strictly

confidential,

and the

P

arties shall not disclose the details to

any

third party

,

other than for the purpose of providing services hereunder the present Agreement.

 

Along with the details of the Agreement, either

P

arty may disclose to the other

C

onfidential

I

nformation about itself. Confidential Information, as used in this Agreement, shall mean any information or data which

,

(a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed

;

(b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure

;

or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential.

 

A Disclosing Party's Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of a Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (iii) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of nondisclosure with respect to such information; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

 

The

Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use

the

Disclosing Party's Confidential Information for any purpose other than in connection with the

P

arties' discussions regarding, and performance of, a Transaction. Without limiting the generality of the foregoing,

the

Receiving Party shall not disclose

any

Confidential Information of

the

Disclosing Party to any of

the

Receiving Party's employees or agents except those employees or agents who are required to have such Confidential Information

to

participate in the

P

arties' discussions regarding, or

performance of, a Transaction, and who are under a written obligation of confidentiality or nondisclosure to Receiving Party.

The

Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including but not limited to advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information.

The

Receiving Party shall be fully responsible for any breach of this Agreement by its employees.

The

Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.

 

The

Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.

 

 

INTELLECTUAL PROPERTY

 

 

T

he Parties

agree that any intellectual property

arising out of the

B

usiness will remain

the property

of [

SPECIFY

THE PARTY OR PARTIES]

, including but not limited to copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship,

C

onfidential

I

nformation or trade secrets.

 

 

LANGUAGE OF THE CONTRACT

 

 

The language of the Agreement shall be

the

English Language, which shall be

the

binding and controlling language for all matters relating to the meaning or interpretation of the Agreement.

 

 

INDEMNIFICATION

 

 

Each

Party

shall hold harmless, and indemnify the

other Party

, and its directors, officers, agents and employees against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss arising out of or incurred or sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations or agreements herein made by him/her, or from any reliance upon any such warranties, representations or agreements or in connection with intentional, willful, wanton, reckless or negligent conduct regarding the obligations of

the Parties

under the present Agreement. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct.

 

 

 

 

 

 

 

SEVERABILITY

 

 

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

,

and the remainder of the provisions of this Agreement shall in no way be affected, impaired or invalidated as a result.

 

 

MODIFICATIONS

 

 

Except where provision for modification is made elsewhere in this Agreement

,

all articles of this Agreement may be modified through amendments to the Agreement.

 

 

FORCE MAJEURE

 

 

For

the

purposes of this

s

ection, "force majeure" means an event beyond the control of either

P

arty, which by its nature could not have been foreseen by such

P

arty, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

 

N

either

P

arty shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

,

provided that such

P

arty shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

 

 

NON-SOLICITATION

 

The P

arties

shall not, directly or indirectly, engage in soliciting of the existing or potential clients of the

other Party

for the term of the Agreement and for

[

SPECIFY NUMBER OF

YEARS]

years post the termination of the pre

sent Agreement and

shall also not market its own services to the existing or potential clients of the

other Party

directly for the said restricted years

.

 

 

TERMINATION

 

 

This

A

greement may be cancelled or terminated upon mutual consent of the

P

arties by giving at least

[

SPECIFY NUMBER OF

DAYS]

days’ notice by notifying the other

P

arty in writing

at the address specified above

.

 

B

oth the

P

arties shall have the right to terminate the present Agreement by providing each other with a prior written notice of 30 days.

 

 

 

 

 

 

GOVERNING LAW AND JURISDICTION

 

 

This

A

greement shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

 

The Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement

.

 

 

MEDIATION AND ARBITRATION

 

 

In the event a dispute arises out of or in connection w

ith this Agreement, the Parties

shall attempt to resolve the dispute through friendly consultation.

 

If the dispute is not resolved within a period of [

SPECIFY NUMBER OF

DAYS] days

,

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

.

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

 

 

ENTIRE AGREEMENT

 

 

This Agreement contains the entir

e

A

greement between the Parties

. All negotiations and understandings have been included in this Agreement. Statements or representations which m

ay have been made by any Party

to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this A

greement shall bind the Parties

.

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

 

 

 

PARTY A PARTY B

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title