CO-OPERATION AGREEMENT

 

This Co-Operation Agreement (the “Agreement”) is effective [DATE],

 

 

BETWEEN: [FIRST PARTY NAME], (“First Party”) a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having address at:

 

[YOUR COMPLETE ADDRESS]

 

 

AND: [SECOND PARTY NAME], (“Second Party”) a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having address at:

 

[YOUR COMPLETE ADDRESS]

 

Whereas, the present Agreement is between two Parties who wish to enter into a working relationship together and the present Agreement shall outline the intentions and goals as well as the conditions of the future working relation/partnership between the Parties.

 

Now, therefore the Parties hereto agree as follows:

 

 

PROJECT DESCRIPTION

 

The

P

arties shall cooperate on the working and strategizing of the Project

[PROJECT TITLE]. The Project is

[

DESCRIBE WHAT THE PROJECT ENTAILS

]

.

 

 

FUNDING AND BUDGET

 

[NAME OF PARTY

REPONSIBLE FOR FUNDING

] shall raise/provide all funds necessary to carry out the

P

roject. A budget for the

P

roject

is

provided in

Attachment A

in

this

A

greement and is incorporated herein by reference. In succeeding years of this

A

greement, the

P

arties shall work together to develop a mutually agreeable annual budget

modelled

on Attachment A.

 

 

PROJECT SCHEDULE

 

The

P

roject schedule is set forth in Attachment B to this

A

greement and is incorporated herein by reference. In succeeding years of this

A

greement, the

P

arties shall work together to develop a mutually agreeable

P

roject schedule

modelled

on Attachment B.

The Project shall commence from [DATE]

.

 

 

TECHNICAL SPECIFICATIONS

 

Attachment C to this

A

greement contains technical specifications for the

P

roject. Attachment C is incorporated herein by reference.

 

 

 

RIGHTS AND RESPONSIBILITIES

 

The

P

arties shall work together to determine the key creative elements of the activities under this

A

greement. No

P

arty may unreasonably withhold its approval of any

key

creative element. The

P

arties’

respective rights and responsibilities are as follows:

[ENTER RESPONSIBILITIES].

 

 

CREDIT

 

The

P

arties, and

third-party

contributors, are to receive credit in connection with the

P

roject as follows:

[ENTER CREDIT DETAILS].

 

 

PUBLICITY AND USE OF PROPRIETARY MARKS

 

Each

P

arty shall obtain prior written approval from the other

P

arty prior to using the other

P

arty’s trademarks or trade names, images or holdings (collectively, “Proprietary Marks”) in connection with the activities under this

A

greement. 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

A

greement expires or terminates for any reason, each

P

arty shall immediately discontinue using the other

P

arty’s Proprietary Marks, except as follows:

[ENTER EXCEPTION]

.

 

COPYRIGHT, CLEARANCES, AND OWNERSHIP

 

[NAME OF

PARTY] will own the physical and intellectual property resulting from the

P

roject.

 

[NAME OF GRANTING PARTY]

hereby grants [NAME OF THE PARTY TO WHOM GRANTED] a fully paid

-

up/royalty-free, perpetual, irrevocable, worldwide, nonexclusive, non-transferable license to use, reproduce, transmit, display, perform, prepare derivative works from, distribute, and authorize the redistribution of [DESCRIPTION OF WORK].

 

[NAME OF PARTY] is solely and exclusively responsible for obtaining any necessary clearances, permissions, and/or releases necessary to carry out the activities contemplated in this

A

greement. 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.

 

 

WARRANTIES AND INDEMNIFICATIONS

Each

P

arty represents and warrants that it has the full right and power to enter into this

A

greement and that it is fully ready, willing, and able to perform all its obligations hereunder.

 

[NAME OF PARTY]

warrants that it has obtained or will obtain all necessary clearances, permissions, and/or releases as provided above.

 

Each

P

arty 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

P

arty in connection with the activities under this

A

greement, 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

A

greement. Each

P

arty shall provide the other

P

arty with prompt

written notice of any such claims of which the first

P

arty is aware, and the

P

arties shall cooperate in the

defence

and resolution of such claims.

 

 

TERM AND TERMINATION

 

The term of this

A

greement is [NUMBER OF YEARS/MONTHS] from the

A

greement's effective date. In the event that either

P

arty breaches this

A

greement and fails to cure such breach within sixty

(60)

days after receiving written notice of such breach from the other

P

arty, the

P

arty sending such notice may terminate this

A

greement by giving the

P

arty in breach written notice of its election to terminate.

 

 

RECORDS

 

Each

P

arty shall retain all its records relating to this

A

greement for a period of three

(3)

years following expiration or termination of the

A

greement, or following resolution of a dispute under this

A

greement, whichever occurs later.

 

 

AMENDMENT OF AGREEMENT

 

This Agreement may be amended by, and only by, written

consent of the

P

arties.

 

 

SUCCESSORS

 

 

This Agreement shall be binding as upon all successors

of the

P

arties

,

which includes, but is not limited to, executors, personal representatives, estates, trustees, heirs, beneficiaries, assignees, nominees, and creditors of the

P

arties

.

 

 

LANGUAGE AND GOVERNING

LAW

 

 

This Agreement shall be governed by and construed and enforced in accordance with the

laws

of the [

STATE/PROVINCE

] of

[STATE/PROVINCE]

, which

law

shall prevail in the event of any conflict of

the

P

arties

.

 

The

P

arties

hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

P

arties relating to this Agreement be drafted in English.

 

 

ALTERNATIVE DISPUTE RESOLUTION

 

 

The Parties to this

A

greement agree to attempt in good faith to resolve any conflicts

,

disputes, or claims arising out of this Agreement by negotiation between

the

P

arties

.  If applicable,

the

Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures

in situations concerning disputes between the Parties. 

 

 

 

NOTICES

 

All notices required to be given hereunder shall be in writing and sent

to

the registered address

es

of the

P

arties or

to

their official email

addresses

.

 

 

ASSIGNMENT OF AGREEMENT

 

 

This

A

greement may not be assigned or otherwise transferred by any

P

arty in whole or in part without the express prior written consent of the other

P

art

y

.  In the event any Party shall change its corporate name or merge with another corporation, assignment shall be mutually agreed upon by all Parties.

 

 

 

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

 

 

FIRST PARTY SECOND PARTY

 

Authorized Signature Authorized Signature

 

 

Print Name and Title Print Name and Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENT A

FUNDING AND BUDGET

 

Enter the details of the Funding and Budget:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENT B

PROJECT SCHEDULE

 

Enter the details of the Project Schedule:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENT C

TECHNICAL SPECIFICATIONS

 

Enter the Technical Specifications: