Collaboration Agreement - Template, Sample Form Online Pro · US-law

COLLABORATION AGREEMENT

State of ________

This Collaboration Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:

________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at:

________

and

________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at:

________

Each of the foregoing may be referred to individually as a "Party" or "Collaborator," and collectively as the "Parties" or "Collaborators."

RECITALS

WHEREAS, the Parties desire to work together through a collaboration (the "Collaboration"), as more particularly described below;

WHEREAS, the Parties wish to establish a written agreement setting forth the terms and conditions governing their Collaboration;

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

§ 1. THE COLLABORATION

1.1 Subject to the terms and conditions of this Agreement, the Parties shall work together on the following Collaboration:

________

1.2 If needed, the Collaborators shall prepare a separate plan of work to be completed during this Collaboration, which, when executed by both Parties, shall be incorporated into and form an integral part of this Agreement.

1.3 Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, agency, or other fiduciary relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on the other's behalf, except as expressly provided herein.

§ 2. INTELLECTUAL PROPERTY

2.1 All right, title, and interest in and to intellectual property owned or controlled by each Party prior to or independently of this Collaboration, including without limitation plans, drawings, specifications, reports, analyses, designs, methodologies, code, artwork, trademarks, patents, copyrights, and trade secrets, whether registered or unregistered ("Background IP"), shall remain the exclusive property of that Party throughout the term of this Agreement and thereafter.

2.2 For any intellectual property created, conceived, or developed jointly as a result of this Collaboration ("Joint IP"), the Parties shall be joint owners under applicable United States copyright and patent law. If any Party receives an offer regarding the licensing, sale, or other exploitation of any Joint IP, that Party shall promptly notify the other Party so the offer may be discussed and decided upon jointly. Neither Party shall license, assign, or otherwise exploit Joint IP without the prior written consent of the other Party.

§ 3. DUTIES AND OBLIGATIONS

3.1 The duties and obligations of the Parties shall be as follows:

________:

________

________:

________

3.2 Each Party shall perform its duties in a professional and workmanlike manner, in compliance with all applicable federal, state, and local laws and regulations.

§ 4. CAPITAL CONTRIBUTIONS

4.1 Each Collaborator shall make a capital contribution to the Collaboration. The initial capital contributions are as follows:

________:

U.S. $________

________:

U.S. $________

4.2 Any additional capital contributions shall require the prior written consent of both Parties.

§ 5. ALLOCATION OF PROFITS, EXPENSES, AND LOSSES

5.1 Any profits derived from the Collaboration shall be allocated as follows:

________:

________%

________:

________%

5.2 Profits shall be allocated ________.

5.3 The Parties shall share all expenses and losses arising out of the Collaboration in the same proportions as the profit allocation set forth above.

§ 6. TERM AND TERMINATION

6.1 This Collaboration shall commence on the Effective Date and shall terminate automatically upon completion of its purpose or expiration of the timeline specified herein or in any plan of work, whichever occurs first.

6.2 This Agreement may be terminated prior to completion in any of the following circumstances:

(a) If any Party commits a material breach of any term of this Agreement that is not capable of being remedied, or that is capable of remedy but is not remedied within fourteen (14) days after a written request to remedy the same, the non-breaching Party may terminate this Agreement upon written notice and thereby terminate the Collaboration;

(b) If any Party becomes unable to perform its duties hereunder, including any duty to pay or perform, the other Party may terminate this Agreement upon written notice and thereby terminate the Collaboration;

(c) If any Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding, the other Party may terminate this Agreement upon written notice; and

(d) Upon the mutual written agreement of both Parties.

6.3 Termination of the Collaboration as to one Party shall terminate the Collaboration as to all Parties.

6.4 Any termination under this Section shall not affect the accrued rights or liabilities of any Party under this Agreement or at law and shall be without prejudice to any other rights or remedies to which any Party may be entitled. Any provision of this Agreement which by its nature is intended to survive termination, including without limitation the provisions concerning Intellectual Property, Confidentiality, Limitation of Liability, and Arbitration, shall survive and continue in full force and effect.

§ 7. CONFIDENTIALITY

Each Party acknowledges that it and the other Party each possess certain non-public Confidential Information (as defined below) and may also possess Trade Secret Information (as defined below) (collectively, the "Proprietary Information") regarding their respective business operations and development. The Parties agree that the Proprietary Information is secret and valuable, and that each will have access to the other's Proprietary Information through this Collaboration. The Parties desire to maintain the secret and private nature of all Proprietary Information disclosed. "Receiving Party" refers to the Party receiving the Proprietary Information, and "Disclosing Party" refers to the Party disclosing it.

(a) "Confidential Information" means any information that is confidential and commercially valuable to any Party. Confidential Information may take the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge or secrets, and may pertain to, without limitation, research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and finance. Confidential Information need not be labeled as such and shall include any information that ought reasonably to be treated as confidential under the circumstances of its disclosure.

Confidential Information shall not include any information that:

(I) is or becomes known or available to the public at the time of disclosure or thereafter through no fault of the Receiving Party;

(II) is already lawfully known to the Receiving Party prior to disclosure;

(III) is disclosed by the Disclosing Party to third parties without restriction;

(IV) is lawfully received by the Receiving Party from a third party having the right to disclose it; or

(V) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as the Receiving Party can demonstrate by competent evidence.

(b) "Trade Secret Information" means any formula, process, method, pattern, design, compilation, or other information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, the public or competitors, and that is the subject of reasonable efforts to maintain its secrecy, consistent with the Uniform Trade Secrets Act as adopted in the governing state and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.

(c) The Parties agree that they shall:

(I) not disclose the Proprietary Information by any unauthorized means to any third party during the term of this Agreement and the Parties' relationship, except where, in the case of Confidential Information, the third party is a service provider necessary for the Collaboration and such service provider executes a non-disclosure agreement mutually acceptable to the Parties;

(II) not disclose the Confidential Information by any unauthorized means to any third party for a period of three (3) years following the termination of this Agreement;

(III) not disclose the Trade Secret Information to any third party at any time, for so long as such information remains a trade secret under applicable law; and

(IV) not use the Confidential Information or Trade Secret Information for any purpose except as contemplated herein or as expressly authorized in writing by the Disclosing Party.

(d) Notwithstanding the foregoing, a Receiving Party may disclose Proprietary Information to the extent required by law, regulation, or valid court or governmental order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and reasonable cooperation to enable the Disclosing Party to seek a protective order. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held liable for the disclosure of a trade secret made in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

§ 8. THIRD-PARTY LIABILITY

Each Party agrees and acknowledges that its own liabilities, including debts and other financial obligations, shall remain solely its own liabilities and shall not become the liabilities of the other Party.

§ 9. LIMITATION OF LIABILITY

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§ 10. NON-COMPETITION

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§ 11. DISPUTE RESOLUTION AND ARBITRATION

In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such efforts fail, the dispute shall be submitted to binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration shall be conducted in ________, in the State of ________, before a single arbitrator who shall have no authority to add parties, vary the provisions of this Agreement, or award punitive damages. The arbitrator shall be bound by applicable federal law and the substantive law of the State of ________. Each Party shall bear its own costs and fees, and the Parties shall share equally the arbitrator's fees and administrative costs. The Parties knowingly and voluntarily waive any right to a jury trial with respect to arbitrable claims. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

§ 12. GENERAL PROVISIONS

(a) GOVERNING LAW; VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of ________ and applicable federal law, without regard to conflict-of-laws principles. Subject to Section 11, both Parties consent to the exclusive jurisdiction of the state and federal courts located within the State of ________. This choice of law, venue, and jurisdiction provision is mandatory and not permissive.

(b) LANGUAGE: All communications and notices made or given pursuant to this Agreement shall be in the English language.

(c) ASSIGNMENT: Neither this Agreement nor any rights or obligations hereunder may be assigned, sold, leased, or otherwise transferred, in whole or in part, by any Party without the prior written consent of the other Party.

(d) AMENDMENTS: This Agreement may be amended only by a written instrument signed by both Parties.

(e) NO WAIVER: No term of this Agreement shall be deemed waived by any act or acquiescence of a Party. Only an additional written agreement may constitute a waiver. No waiver of any term shall constitute a waiver of any other term or of the same term on a future occasion. Failure of any Party to enforce any term shall not constitute a waiver of such term or any other term.

(f) SEVERABILITY: If any provision of this Agreement is held to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the remainder of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining terms, which shall remain in full force and effect.

(g) FORCE MAJEURE: No Party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent caused by circumstances beyond that Party's reasonable control, including without limitation acts of God, war, terrorism, riots, civil unrest, fire, flood, natural disaster, epidemic, pandemic, governmental action, or labor disputes. The affected Party shall promptly notify the other Party and shall use reasonable efforts to resume performance as soon as practicable.

(h) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral, relating to its subject matter.

(i) HEADINGS: Headings in this Agreement are for convenience only and shall not affect the interpretation of any term.

(j) COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding pursuant to the federal E-SIGN Act, 15 U.S.C. § 7001 et seq., and applicable state law.

(k) NOTICES: Any notice under this Agreement shall be in writing and sent by first-class mail, certified mail, nationally recognized overnight courier, or e-mail to the address of the relevant Party set out at the head of this Agreement or to the e-mail address set out below, or to such other address as a Party may notify to the other in accordance with this clause. The contact information for the Parties is as follows:

________ Email:

________

________ Email:

________

Notices shall be deemed received three (3) business days after posting (first-class or certified mail), one (1) business day after dispatch (overnight courier), or on the next business day after sending (e-mail, provided no delivery-failure notice is received). In proving the giving of notice, it shall be sufficient to prove that the notice was properly addressed and posted or dispatched and that dispatch was confirmed.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the dates set forth below, intending to be legally bound hereby.

Name: ________

Representative Name: ________

Representative Signature: ______________________

Representative Title: ________

Date: ________

Name: ________

Representative Name: ________

Representative Signature: ______________________

Representative Title: ________

Date: ________