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

COLLABORATION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Collaboration Agreement (the "Agreement") is entered into and made effective as of ________ (the "Execution Date") at ________, by and between:

________, Filipino, of legal age, with Tax Identification Number ________ and with address at ________, hereinafter referred to as the "First Collaborator";

- and -

________, Filipino, of legal age, with Tax Identification Number ________ and with address at ________, hereinafter referred to as the "Second Collaborator".

The foregoing persons are collectively referred to as the "Collaborators" or "Parties", and individually as a "Collaborator" or "Party".

WITNESSETH: That —

WHEREAS, the Parties desire to pool their respective resources, capital, industry, and expertise for a common undertaking, and to define their respective rights and obligations under the terms hereinafter set forth, in accordance with Articles 1767 to 1867 of the Civil Code of the Philippines (Republic Act No. 386) on partnership and the general law on obligations and contracts;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Parties hereby agree as follows:

Art. I. PURPOSE OF COLLABORATION

The purpose of this collaboration is the following:

________.

The Parties shall devote such time, effort, and resources as may reasonably be required to accomplish the foregoing purpose, and shall at all times act in good faith and with the utmost fidelity toward one another, consistent with the fiduciary character of their relationship under Article 1789 of the Civil Code.

Art. II. TERM

§ 2.1. This Agreement shall be effective for a period of ________, commencing on the Execution Date and expiring upon the lapse thereof, unless sooner terminated in accordance with the grounds provided herein, or renewed or extended by mutual written agreement of the Parties.

Art. III. TERMINATION

§ 3.1. This collaboration may be terminated upon the lapse of the term, or prior thereto upon the occurrence of any of the following:

a. The commission by a Party of a material breach of any term of this Agreement which is incapable of remedy, or which, being capable of remedy, is not cured within ________ from written notice thereof, in which case the non-breaching Party may terminate this Agreement;

b. The inability of a Party to perform its obligations hereunder, whether the payment of a sum of money or the rendition of a service, in which case the Agreement may be terminated by the Parties;

c. The insolvency, bankruptcy, civil interdiction, death, or legal incapacity of any Party, pursuant to Article 1830 of the Civil Code;

d. The mutual written agreement of the Parties to dissolve the collaboration; or

e. The desire of any Party to terminate this Agreement for reasons other than those above stated, upon prior written notice of not less than ________, provided such withdrawal is made in good faith and not at an unreasonable time, in accordance with Articles 1830 and 1837 of the Civil Code.

§ 3.2. Termination shall not affect the rights and obligations of the Parties already existing prior to the occurrence of the ground for termination, and shall be without prejudice to any remedies available under the law. Any provision of this Agreement intended to take effect after the lapse of the term or after termination shall survive and remain in full force and effect.

Art. IV. OBLIGATIONS OF THE COLLABORATORS

The Parties shall have the following duties and obligations:

§ 4.1. ________:

________.

§ 4.2. ________:

________.

§ 4.3. Each Party shall account to the collaboration for any benefit, and hold as trustee for it any profits, derived without the consent of the other Party from any transaction connected with the formation, conduct, or liquidation of the collaboration, pursuant to Article 1807 of the Civil Code.

Art. V. INTELLECTUAL PROPERTY

§ 5.1. All title, interest, and rights to intellectual property existing prior to the execution of this Agreement, including artwork, plans, specifications, methodologies, reports, analyses, advice, or any other intellectual property, shall remain the exclusive property of the Party owning the same during the term of this Agreement and thereafter.

§ 5.2. Any intellectual property created, developed, or obtained by reason or as a result of this collaboration shall be owned by ________, and shall be governed by the Intellectual Property Code of the Philippines (Republic Act No. 8293), and shall be enforced and exercised without undue interference by the other Party.

Art. VI. CAPITAL CONTRIBUTIONS

§ 6.1. The total capital of this collaboration shall be ________ Pesos (Php ________), contributed by the Parties as follows:

________: Php ________

________: Php ________

§ 6.2. A Party who contributes industry or services in lieu of capital shall be designated accordingly, and the value of such contribution shall be deemed equivalent to ________.

Art. VII. SHARING RATIOS

§ 7.1. The profits, losses, and expenses of this collaboration shall be divided and distributed among the Parties in proportion to their respective contributions to the capital, in accordance with Article 1797 of the Civil Code.

§ 7.2. A Party who contributes solely services or industry, and is not required under this Agreement to contribute capital, shall not be liable for the losses of the collaboration, consistent with Article 1797 of the Civil Code, but shall share in the profits in the proportion herein agreed.

Art. VIII. NON-COMPETITION

§ 8.1. During the Term of this Agreement, no Collaborator shall, directly or indirectly, engage in any business or project that is in competition with the collaboration, nor act as an independent contractor or service provider to, nor be employed by, any person or entity in competition with the business or project of the collaboration, nor perform any act granting such Collaborator a competitive or commercial advantage over the collaboration.

§ 8.2. Upon withdrawal or retirement from the collaboration, the Collaborator shall not engage, directly or indirectly, in any business or project competitive with the collaboration's existing or planned business within the following geographic location: ________, for a period of ________ after the date of such withdrawal or retirement. The Parties acknowledge that this restraint is reasonable as to time, place, and trade, and is intended only to afford fair and reasonable protection to the legitimate interests of the collaboration, consistent with public policy under Article 1306 of the Civil Code.

Art. IX. CONFIDENTIALITY AND DATA PRIVACY

§ 9.1. Each Party (the "Disclosing Party") may, from time to time, disclose to the other Party (the "Receiving Party") confidential and/or proprietary information relating to its business, including but not limited to trade secrets and information that, by reason of its secrecy, affords a Party a commercial advantage. The Receiving Party agrees that it shall:

a. Not disclose the confidential and/or proprietary information by any means not authorized by the Disclosing Party to any third party;

b. Not copy or duplicate such information unless specifically directed to do so by the Disclosing Party;

c. Not use such information for any purpose except those expressly authorized by the Disclosing Party; and

d. Inform the Disclosing Party immediately upon becoming aware of any unauthorized use or disclosure of such information.

§ 9.2. To the extent that the collaboration involves the processing of personal data, the Parties shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission, and shall implement appropriate organizational, physical, and technical security measures to protect any personal information processed in connection with this Agreement.

§ 9.3. This Article shall survive the termination or expiration of this Agreement for a period of ________.

Art. X. DISPUTE RESOLUTION

§ 10.1. In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, the Parties shall first endeavor to settle the same amicably through mutual consultation and negotiation in good faith.

§ 10.2. Should the Parties fail to reach an amicable settlement within ________ from the date the dispute arose, the same shall be referred to arbitration in accordance with the Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285) and the rules of ________, with the seat of arbitration at ________. Any matter not subject to arbitration, or any action to enforce or vacate an arbitral award, shall be brought exclusively before the proper courts of ________, to the exclusion of all other venues.

Art. XI. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

Art. XII. WAIVER

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Art. XIII. SEVERABILITY

The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect as if the invalid provision had never been included, provided the essential purpose of this Agreement can still be carried out.

Art. XIV. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and under the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

Art. XV. HEADINGS

Headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

Art. XVI. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and permitted assigns. No Party shall assign or transfer its rights or obligations hereunder without the prior written consent of the other Party.

Art. XVII. ENTIRETY OF AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether oral or written, relating to the subject matter hereof.

Art. XVIII. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended or modified only by a written instrument duly signed by both Parties.

Art. XIX. FORCE MAJEURE

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IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
First Collaborator

________
Second Collaborator

Signed in the presence of:

________           ________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES   )
PROVINCE OF ________   )
CITY/MUNICIPALITY OF ________   ) S.S.

BEFORE ME, a Notary Public for and in the City/Municipality of ________, Province of ________, this ________ day of ________, personally appeared the following persons:

1. ________, with competent proof of identification: Driver's License with number ________, which expires on ________;

2. ________, with competent proof of identification: Driver's License with number ________, which expires on ________;

all known to me and to me known to be the same persons who executed the foregoing Collaboration Agreement, consisting of ________ pages, including this page on which the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the day and at the place first above written.

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.