Collaboration Agreement - Template, Sample Form Pro · NG-law

COLLABORATION AGREEMENT

THIS COLLABORATION AGREEMENT (hereinafter referred to as "this Agreement") is made and entered into this ________ (the "Effective Date").

BETWEEN

________, an individual residing/carrying on business at the following address:

________ (the "First Party");

AND

________, an individual residing/carrying on business at the following address:

________ (the "Second Party").

(each a "Party" and collectively the "Parties").

RECITALS

WHEREAS the Parties desire to work together in collaboration on the Project described in this Agreement; and

WHEREAS the Parties wish to record and establish the terms and conditions governing their collaboration in writing.

NOW THEREFORE, in consideration of the mutual covenants, promises and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties hereby agree as follows:

1. THE COLLABORATION

1.1 Subject to the terms and conditions of this Agreement, the Parties have agreed to enter into a collaboration to work together on the following (the "Project"):

________

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2. DUTIES AND OBLIGATIONS OF THE PARTIES

2.1 For the effective implementation of this collaboration, the Parties shall have the following obligations:

a. ________:

________

b. ________:

________

2.2 Each Party shall perform its obligations under this Agreement diligently, in good faith, and in compliance with all applicable laws and regulations in force in the Federal Republic of Nigeria.

3. CAPITAL CONTRIBUTION

3.1 Each Party shall make the following contribution:

a. ________: \u20a6________ (________)

b. ________: \u20a6________ (________)

3.2 All capital contributions shall be deposited in full into the designated account on or before ________.

3.3 In addition to the foregoing, the Parties may be called upon to make additional contributions in the form of money, property or services as may be agreed in writing by the Parties from time to time.

4. PROFIT AND LOSS DISTRIBUTION

4.1 The net profit generated from this collaboration shall be distributed to the Parties in the following proportions: ________.

4.2 The losses arising from this collaboration shall be borne by the Parties in the same proportions stated in clause 4.1.

4.3 Profits and losses shall be computed and distributed at intervals of ________.

4.4 Each Party shall be solely responsible for the payment of any taxes, including income tax, payable on its share of the profits in accordance with the Personal Income Tax Act (as amended) and other applicable tax legislation.

5. BOOKS, RECORDS AND ACCOUNTS

5.1 The Parties shall keep true and accurate books of account and records in respect of all transactions of the collaboration.

5.2 Each Party shall, on reasonable notice, have the right to inspect the books, records and accounts of the collaboration during normal business hours.

6. INTELLECTUAL PROPERTY

6.1 Each Party agrees that any intellectual property, including but not limited to plans, drawings, reports, programmes, designs, methodologies and other intellectual property developed, made, or discovered by that Party prior to the formation of this collaboration, shall remain the sole property of that Party ("Background IP").

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6.3 Each Party grants to the other a non-exclusive, royalty-free licence to use its Background IP solely to the extent necessary for the performance of the Project.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 Each Party shall keep confidential all information of a confidential or proprietary nature disclosed to it by the other Party in connection with this Agreement, and shall not disclose the same to any third party without the prior written consent of the disclosing Party, save where required by law or by an order of a court of competent jurisdiction.

7.2 Where the performance of this Agreement involves the processing of personal data, each Party shall comply with the Nigeria Data Protection Act 2023 and all applicable regulations and guidelines issued by the Nigeria Data Protection Commission.

7.3 The obligations in this clause shall survive the termination of this Agreement for a period of ________.

8. NON-COMPETITION AND NON-SOLICITATION

8.1 The Parties agree not to, directly or indirectly, engage in any business which is in competition with this collaboration. This prohibition includes but is not limited to engaging in any competitive business as an owner, partner or agent; or directly or indirectly providing business to any party engaged in a similar business.

8.2 This covenant shall apply to all the Parties for the duration of the collaboration and shall be limited in geographical scope to ________ to the extent reasonably necessary to protect the legitimate interests of the Parties.

9. EXCLUSIVITY

9.1 No Party shall, during the subsistence of this Agreement, engage in or conduct any related business transaction in respect of the Project with any party other than the other Party to this Agreement, save with the prior written consent of the other Party.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the provisions of this Agreement.

10.2 This Agreement may be terminated upon the occurrence of any of the following events:

a. by the mutual written agreement of the Parties;

b. by either Party giving the other Party not less than thirty (30) days' written notice of its intention to terminate this Agreement;

c. upon the completion of the Project for which this collaboration was established;

d. where a Party commits a material breach of any of the terms of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice requiring it to do so;

e. upon the insolvency, bankruptcy or winding up of any of the Parties; or

f. upon the death or permanent incapacity of any of the Parties.

10.3 Upon termination of this Agreement, the Parties shall settle all outstanding obligations, liabilities and accounts arising from the collaboration.

10.4 The termination of this Agreement shall not affect any rights, obligations or liabilities of the Parties which have accrued prior to the date of termination.

10.5 Any remaining assets of the collaboration shall, after the discharge of all liabilities, be distributed between the Parties in proportion to their respective contributions.

10.6 The provisions relating to confidentiality, intellectual property, non-competition, dispute resolution, and any other provisions which by their nature are intended to survive termination shall continue in full force and effect notwithstanding the termination of this Agreement.

11. INDEMNITY AND LIABILITY

11.1 Each Party shall indemnify and hold harmless the other Party against all losses, liabilities, claims, costs and expenses arising out of any breach of this Agreement, negligence or wilful default by the indemnifying Party.

12. FORCE MAJEURE

12.1 No Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by events beyond its reasonable control, including acts of God, fire, flood, war, civil disturbance, governmental action, or pandemic.

13. DISPUTE RESOLUTION AND ARBITRATION

13.1 The Parties shall use their best endeavours to negotiate and amicably settle any dispute or difference arising from or in connection with this Agreement.

13.2 Any dispute which cannot be amicably resolved by the Parties within thirty (30) days shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023, or any statutory re-enactment or modification thereof.

13.3 The arbitral tribunal shall consist of ________ arbitrator(s) to be appointed by agreement of the Parties.

13.4 The appointment shall be made within the following period from the date the Parties agree to refer the dispute to arbitration: ________ (the "Time Frame"). If the appointment is not made within the Time Frame, the following shall apply:

________

13.5 The seat and venue of the arbitration shall be ________ and the proceedings shall be conducted in the English language.

13.6 Each Party shall bear its own costs and expenses in relation to the arbitration proceedings, save where the tribunal makes an award as to costs against a particular Party.

13.7 The decision and award of the arbitral tribunal shall be final and binding on all the Parties and may be enforced by any court of competent jurisdiction.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, and the Parties submit to the jurisdiction of the courts of ________.

15. NOTICES

15.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, courier, registered post, or electronic mail to the address of the relevant Party set out above or to such other address as a Party may notify in writing.

16. ASSIGNMENT

16.1 This Agreement shall be binding on the successors and permitted assigns of the Parties. No rights or obligations granted under this Agreement shall be transferred, sold, assigned or sub-let to any third party without the prior written consent of the other Party.

17. WAIVER

17.1 Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission or failure to exercise or enforce any right shall be construed as a waiver, nor shall it preclude the subsequent enforcement of strict compliance with any provision of this Agreement.

18. VARIATION

18.1 This Agreement may only be amended or varied by an instrument in writing agreed and signed by both Parties.

19. SEVERABILITY

19.1 If any part of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue to be in full force and effect.

20. ENTIRE AGREEMENT

20.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements, representations and understandings between the Parties relating to its subject matter.

21. CUMULATIVE RIGHTS

21.1 The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive of one another except as otherwise provided by law.

22. FURTHER ASSURANCE

22.1 The Parties shall execute and deliver all such documents and take all such actions and steps as may be necessary or incidental to give full effect to the provisions of this Agreement.

23. COUNTERPARTS

23.1 This Agreement may be executed in several counterparts, all of which together shall constitute a single agreement between the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and year first above written.

SIGNED by the within named ________

___________________

in the presence of:

Name: ________

Address: ________

Occupation: ________

Signature: ..........................................................................................................

SIGNED by the within named ________

___________________

in the presence of:

Name: ________

Address: ________

Occupation: ________

Signature: ..........................................................................................................