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Parties
(1) (Party 1); and
(2) (Party 2).
Background
(A) specialises in .
(B) specialises in .
(C) The parties to this Agreement wish to establish a framework to govern their rights and obligations in relation to particular Projects they wish to collaborate on, where such Projects fall within the Focus of this Agreement.
(D) This Agreement sets out the terms and conditions upon which the parties have agreed that such Projects will take place.
Agreement
Meanings
| Agreement | this collaboration agreement and any changes that the parties agree in writing; |
|---|---|
| Charges | the charges payable by one party to the other in relation to a Project (if any), as set out in each case in a Project Schedule; |
| Confidential Information | in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement; |
| Focus | ; |
| Contributions | the services, resources, manpower or other tangibles that a party provides in accordance with this Agreement in relation to the other Project Schedule; |
| Intellectual Property Rights | all existing or future intellectual and industrial property rights, anywhere in the world including any invention, patent, utility model right, copyright and related right, trademark, trade name, internet domain name, design right, design, service marks, database right, topography right, right in get-up, right in goodwill or to sue for passing off and any other right of a similar nature whether registered (or capable of registration) and the right to apply for any of these; |
| Project | a project agreed by the parties in relation to which, the parties will collaborate in accordance with this Agreement, as further described in a particular Project Schedule; |
| Project Period | subject to earlier termination in accordance with this Agreement, the period from the start date to the end date for a Project, as set out in the Project Schedule; |
| Project Schedule | a document specifying particulars in relation to a particular Project agreed by the parties; |
| VAT | value added tax; |
| Working Day | any day other than a Saturday, Sunday or public holiday in England and Wales. |
a. the Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule and any Project Schedule.
b. the masculine shall include the feminine;
c. the singular includes the plural and vice versa;
d. references to sub-clauses, schedules or appendices are to sub-clauses, schedules or appendices of this Agreement;
e. a reference to a person includes firms, companies, government entities, trusts and partnerships;
f. "including" is understood to mean "including without limitation";
g. reference to any statutory provision includes any modification or amendment of it;
h. the headings and sub-headings do not form part of this Agreement; and
i. where there is a conflict between the terms and conditions of this Agreement, and a Project Schedule, these terms and conditions shall prevail.
Commencement and duration
Co-operation and Collaboration
Existing arrangements
Proposals and projects
a. either party may submit to the other a draft Project Schedule based on the template Project Schedule set out in Schedule 1.
b. a Project Schedule shall not have operative effect under this Agreement unless it is signed by both parties. Once signed by both parties, a Project Schedule will become part of the Agreement.
a. perform such obligations, including providing the Contributions in accordance with any timeframes or milestones specified in the Project Schedule;
b. use reasonable care and skill in performing such obligations;
c. comply with good industry practice;
d. comply with all applicable law;
e. obtain and maintain consents, licences and permissions necessary to enable it to comply with such obligations;
f. ensure that the Contributions it provides conform with descriptions and specifications (if any) set out in the applicable Project Schedule; and
g. if on the other party's premises, comply with that party's health and safety and site regulations made known to it.
Charges
a. not be entitled to charge the other party for the provision of anything (including Contributions ) it provides in connection with each Project and this Agreement; and
b. be responsible for its own costs incurred in connection with each Project and this Agreement, including all Contributions it provides.
If a Project Schedule provides that a party is responsible for paying the other party any Charges, such charges shall be invoiced and paid for in the currency specified in the Project Schedule and in accordance with the clause below entitled "Payment".
Payment
If a Project Schedule provides that a party pay the other party any Charges in relation to a Project, the other party will issue invoices for such Charges in accordance with the invoicing procedure provided for in the Project Schedule.
Unless otherwise provided in a Project Schedule, the Charges specified in a Project Schedule are exclusive of VAT which shall be included in invoices and payable, if applicable, in addition to the Charges.
Without prejudice to any other right or remedy that it may have, if a party fails to make payment to the other party by the due date, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate at the relevant time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The other party may choose to charge statutory interest due. The defaulting party shall pay the interest together with the overdue amount.
Set-off
The parties shall pay all amounts due under this Agreement in full without any deduction except as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.
Confidentiality
Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
a. where required by law, court order or any governmental or regulatory body;
b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
c. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
e. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
Data protection
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including the (i) UK General Data Protection Regulation and (ii) Data Protection Act 2018 and any successor UK legislation.
Intellectual property
This Agreement does not transfer any interest in Intellectual Property Rights.
Non-solicitation
A party shall not, without the prior written consent of the other party, at any time from the Commencement Date to the expiry of months' , solicit or entice away from that party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of that party in relation to a Project.
Anti-bribery
Each party shall in relation to this Agreement and each Project:
a. comply with all applicable laws, regulations, statutes, and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (Bribery Laws);
b. not commit an offence under sections 1, 2 or 6 of the Bribery Act 2010;
c. comply with the relevant industry code related to Anti-Bribery (Bribery Policies);
d. shall have, maintain and enforce throughout the term of this Agreement its own policies and procedures, to ensure compliance with the Bribery Laws and the Bribery Policies; and
e. promptly report any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement.
Warranties
Each party warrants that:
a. it has full power and authority to carry out the actions contemplated under this Agreement;
b. the entry into and performance of this Agreement will not infringe the Intellectual Property Rights of a third party or cause it to be in breach of any obligations to a third party; and
c. all information, data and materials provided by it under this Agreement are accurate and complete.
All of the parties' liabilities and obligations relating to this Agreement are expressly contained in it. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement are implied into this Agreement or any related contract.
Indemnity
Each party shall indemnify the other against any and all damages, liabilities, losses, costs and expenses (including legal expenses and amounts paid in settlement of claims upon legal advice) arising out of or as a result of any claim made against it for actual or alleged infringement of a third party's Intellectual Property Rights, and any breach of the warranties contained in the above section entitled "Warranties".
Limitation of liability
Nothing in this Agreement limits or excludes either party's liability for:
a. death or personal injury caused by its negligence;
b. fraud or fraudulent misrepresentation; or
c. any other liability which cannot be limited or excluded by applicable law.
Subject to the above clause and the clause above (Indemnity), neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss or damage to goodwill;
f. loss of use or corruption of software, data or information;
g. any indirect or consequential loss.
Subject to the clause above (Indemnity), the total liability of either party for any other loss of the other party in respect of any one event or series of connected events shall not exceed £.
Insurance
During this Agreement, the parties shall each maintain in force with a reputable insurance company, insurance sufficient to indemnify risks for which they may be responsible, including for their respective sub-contractors, agents and employees.
Termination of a project
The grounds and procedures for terminating the agreement as a whole (set out in the "Termination of agreement" clause below) shall also apply to a Project Schedule, and either party to a Project Schedule may terminate it in accordance with such clause.
Termination of a Project Schedule in accordance with this clause shall have the effect that the terminated Project Schedule shall be severed from the Agreement, which shall otherwise remain in full force and effect.
Termination of agreement
In any event, either party may terminate this Agreement by giving a minimum of months' notice in writing to the other party.
A party may terminate this Agreement at any time by giving notice in writing to the other party if:
a. the other party does not pay any sum due to it under the Agreement within days of the due date for payment.
b. the other party commits a material breach of the Agreement, which if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
c. the other party persistently breaches any term of the Agreement;
d. the other party is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
e. the other party is a company over any of whose assets or property a receiver is appointed;
f. the other party makes any voluntary arrangement with its creditors or (if a company), becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
g. (an individual or firm), has a bankruptcy order made against it or (if a company) goes into liquidation;
h. the other party undergoes a change in control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
i. (an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.
Consequences of termination
On termination or expiry of this Agreement:
a. each Project Schedule then in force at the date of termination shall continue in full force and effect for the remainder of the applicable Project Period, unless terminated earlier in accordance with this Agreement.
b. each party shall, within a reasonable time, return any equipment, materials, documents, handbooks, information or data provided to it by the other party for the purposes of the Agreement, failing which, the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, that party shall be solely responsible for their safe keeping.
General
This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
No party may assign, transfer or sub-contract to any third party and the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
a. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to the addresses outside of the United Kingdom, on the tenth Working Day following the date of posting;
b. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
c. sent by email will be deemed to have been received on the next Working Day after sending.
Governing law and jurisdiction
The parties have signed this Agreement on the date(s) below.
and
This Project Schedule is made between:
(Party 1); and
(Party 2).
(A) The parties have entered into an Agreement (the Agreement) allowing the parties to collaborate on projects that fall within the Focus.
(B) The parties have agreed to collaborate in accordance with this Project Schedule.
and
This Collaboration Agreement template covers:
A Collaboration Agreement helps you record the terms of a proposed collaboration or joint venture. Specifically, entering into a Collaboration Agreement can help you:
avoid any uncertainties
clarify the nature and scope of your relationship with your collaborator
set out who has control or ownership of any intellectual property
identify who has rights to the finished product or service
For more information, read Collaboration agreements.
A collaboration allows both parties to benefit from the expertise that each can offer. It can be a useful strategy when one business wants to enter a new market or launch a new product or service. By cooperating and working together both businesses can share resources, risks and rewards.
A charge is a fee in relation to the project collaborated on under the Collaboration Agreement. Either party may be charged a certain amount in connection with the collaboration. This means that one party may have to pay the other for any resources (eg equipment, materials or licences). For example, if one party is providing staff to work on the project, the other party may have to pay for the staff members.
Details relating to charges are set out in the project schedule. For example, the schedule sets out that charges become payable after receipt of an Invoice.
The 'focus' of the collaboration is the overall goal of the collaboration. This is not the same as the actual project that the parties are collaborating on. For example, the overall goal of the collaboration may be to combine expertise on the development and design of software. Whereas the actual project could be the development of a specific piece of software.
The contributions relate to the actual resources the parties will contribute towards the collaboration. This can be services, resources, manpower (ie staff), software or other tangible assets provided in the course of the collaboration.
A non-solicitation clause is a type of restrictive covenant that is generally used to prevent a business from approaching another business:
customers in a bid to win their custom
staff in a bid to entice them away from the other business and engage them
For more information, read Non-solicitation and restrictive covenants.
Warranties are a statement of fact, or promises, that each party gives to assure the other that certain conditions are true. For example, a warranty stating that the parties entering into the Collaboration Agreement is not infringing any third party intellectual property rights. If this statement of facts turns out to be untrue, then the party in breach can be liable for damages.
The project schedule is a separate agreement under the Collaboration Agreement for the parties to agree on specific projects or tasks. The project schedule outlines details relating to a specific project carried out under the wider Collaboration Agreement. Project schedules usually contain:
a description of a specific project
each party’s contributions to the project
any charges payable
any information being exchanged that is considered confidential
The project schedule is designed to be in print when and if the parties agree to the specifics of a project schedule to avoid any ambiguity or conflict. This will often be after the main Collaboration Agreement is signed.
All intellectual property rights created or developed by a party while working on a project governed by the Collaboration Agreement are owned by that party. During the duration of the respective project, each party grants the other a licence to use their intellectual property rights. This is to allow them to carry out their respective obligations with regard to the project.
At the end of the project period (ie when the project comes to an end), a party licenced to use the other’s intellectual property rights should immediately stop doing so.
Making your Collaboration Agreement online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all the information about the shares and your transaction prepared in advance, creating your document is a quick and easy process.
To make a Collaboration Agreement, you will need the following information:
Party details
What are your details?
What are the details of the other party?
If your business is a company or partnership, who will sign on the business’ behalf?
If the other party is a company or partnership, who will sign on the business’ behalf?
What does each party specialise in?
Agreement details
What is the overall goal of the collaboration? This is known as the ‘focus’ of the Agreement.
Will the Collaboration Agreement start on the date it is signed or on a different, specified date?
Project
What specific project will the parties collaborate on?
Will the project start when the project schedule is signed or on a different, specified date?
When will the project end?
What will both parties contribute to the project?
Will either party be charged any fees in relation to the project?
If so, how much will each party be charged?
Within how many days of receiving an invoice for any fees must the invoice be paid?
What information about the project is confidential?
Have both parties agreed to any additional terms specific to the project?
Limitation of liability
What is the maximum amount one party may have to pay the other in the event of a loss, breach of contract or other 'trigger event'?
End of the collaboration
Will the Collaboration Agreement end after one year or on a different, specified date?
For how many months after either the end of the Agreement or after the final project will either party be prevented from poaching the other’s staff?
How many months’ notice must either party give to end the Agreement?
How many days must payment be overdue for a party to be able to end the Agreement?
Jurisdiction
If either party is based in Scotland, will the laws of Scotland or the laws of England and Wales apply to this Agreement?
A Collaboration Agreement sets out the terms under which two parties work together on a project. To do this, Collaboration Agreements will typically include:
The parties’ details
This section sets out the names, addresses and other details of the businesses or individuals working together. Either party is known as the ‘proposing party’ when they propose a collaborative project within the focus of the project to the other party (known as the ‘receiving party’).
Background
This section covers the specialisms of each party and that they wish to work together on certain projects within the focus of this Collaboration Agreement.
Meanings
This section provides definitions for certain key terms used throughout the Agreement, such as ‘Confidential Information’, ‘Focus’, ‘Project’ and ‘Project Period’. This section also sets out interpretations for parts of the Agreement, including that any reference to the singular includes the plural and vice versa.
Commencement and duration
This section sets out the start and end dates of the Agreement.
Co-operation and collaboration
This section sets out that the parties shall co-operate and collaborate on projects in accordance with the projects set out in the project schedule attached to the Agreement.
Existing arrangements
This section clarifies that this Collaboration Agreement does not restrict either party from continuing to conduct its business activities, continuing arrangements that pre-date this Agreement or making new arrangements that exist outside the Collaboration Agreement.
Proposals and projects
This section sets out how projects can be proposed, how they will be considered and, if accepted, how they will be formalised.
Charges
This section explains that, generally, neither party will be charged unless this is specified in the project schedule. See the FAQ ‘What are charges?’ for more information.
Payments
This section sets out how any charges set out in the project schedule are to be paid and what happens if payment is late (ie interest becomes payable).
Set-off
This section explains that both parties must make payments due under this Agreement without making deductions (other than those required by law).
Confidentiality
This section clarifies that any confidential information shared under this Agreement must only be used to perform the parties’ obligations under this Agreement. Moreover, confidential information must not be shared with others unless exceptions apply (eg if the disclosure is required by law).
Data protection
This section explains that each party is responsible for ensuring compliance with data protection obligations (especially in relation to personal data).
Intellectual property
This section sets out that no intellectual property (IP) is transferred by virtue of this Agreement and any IP created by one party in the course of collaboration remains its property. Both parties must also take care not to infringe any existing IP rights and must return any licenced IP at the end of the collaboration.
Non-solicitation
This section sets out that neither party may, without the other’s consent, attempt to solicit (ie entice away) the other’s staff. This is the case during the course of the Agreement and for a set period after the end of the collaboration.
Anti-bribery
This section sets out that both parties must, in relation to this Collaboration Agreement and each individual collaborative project, comply with the relevant anti-bribery laws.
Warranties
This section sets out that each party warrants (ie guarantees) that certain conditions and statements are true. The warranties under this Agreement include that either party has the authority to act under the Agreement, that it is not breaching third-party IP rights and that all information provided in the Agreement is correct. For more information, see the FAQ ‘What are warranties?’.
Indemnity
This section sets out that both parties promise to compensate the other for any loss suffered as a consequence of a specific event (ie a 'trigger event'). In this case, the trigger event relates to either the infringement of a third party's IP or the breach of a warranty. For more information, read Indemnity.
Limitation of liability
This section limits each party’s liability (ie responsibility) in connection with the collaboration. This clause reduces the risk that either party is exposed to when collaborating with another. For more information, read Limitation of liability clauses.
Insurance
This section sets out which insurance both parties must have in place during the course of the Agreement and that, if requested, they must show the other an insurance certificate as proof.
Termination of a project
This section sets out that a specific project set out in the project schedule may be ended in accordance with the provisions contained in the ‘termination of the Agreement’ section.
Termination of the Agreement
This section sets outs that either party may, at any time, end the Agreement by providing notice in accordance with this section.
Consequences of termination
This section sets out what happens when the Agreement ends. This includes that any project shall continue unless ended in accordance with the ‘termination of the Agreement’ section and that all materials and equipment shall be returned within a reasonable period.
General
This section incorporates certain boilerplate clauses into the Agreement and explains the enforceability of the Collaboration Agreement. For example, it explains that the Agreement cannot be assigned, transferred or sub-contracted without the other party’s written consent.
Governing law and jurisdiction
As the legal systems of England and Wales and Scotland differ, this section sets out which country’s legal system must be used to resolve any disputes. For more information, read Jurisdiction and international contracts.
Schedule 1 - project schedule
This is a separate agreement under the Collaboration Agreement, which sets out specific projects the parties will collaborate on. This includes a description of the project in question, any charges payable for the project and any confidential information related to the project. For more information, see the FAQ ‘What is a project schedule?’.
If you want your Collaboration Agreement to include further or more detailed provisions, you can edit your document. However, you may want a lawyer to review the document (or make changes) for you to ensure that your modified Agreement complies with all relevant laws and meets your specific needs. Ask a lawyer for assistance.
Clearly consider what you want the collaboration to achieve. Before entering into a Collaboration Agreement work out exactly what it is you want to achieve through the collaboration with the other party. Once you’ve determined your key objectives, make sure to communicate these to the other party and negotiate with them about the terms of your agreement. Remember that you can always Ask a lawyer if you require assistance with this.
Consider what each party’s maximum liability under the Agreement will be
There is no set amount that you should limit liability to, however, the limit must be reasonable and should take into account:
the sort of goods and/or services being provided
the goods’ and/or services’ potential to cause loss and damage
what is common in the relevant marketplace
Understand when to seek legal advice
While it’s always a good idea to have your Collaboration Agreement reviewed by a lawyer, there are certain circumstances in which you should seek specific advice. Ask a lawyer for advice if:
any of the parties are based outside England, Wales and Scotland
you're unsure about any of the terms in the Agreement
you need additional drafting for any clauses in the Agreement
