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Collaboration Agreement
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Prepared for:
[FIRST PARTY/SECOND PARTY]

Prepared by:
[FIRST PARTY/SECOND PARTY]

Collaboration Agreement

This Collaboration Agreement (hereinafter referred to as “Agreement”) is made and entered on [Date] between

[First Party Name], on behalf of [Company/Representation] (hereby referred to as the “First Party”)

and

[Second Party Name], on behalf of [Company/Representation], (hereby referred to as the “Second Party”)

The First Party and the Second Party shall be collectively referred to as “Parties” and individually as “Party”.

The relationship between the Partners is hereinafter referred to as “Collaboration”

The Parties wish to mutually engage in beneficial business, bound by the terms and conditions of the Agreement.
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Terms of the Agreement

1. Involved Parties

First Party

[Party Name]
[Party Company]
[Party Address] [Party City] [Party State/Region] [Party Zip]
[Party Contact Number]
[Party Email]

Second Party

[Party Name]
[Party Company]
[Party Address]
[Party Contact Number]
[Party Email]

2. Purpose

The Parties wish to collaborate to establish the following purpose (hereinafter shall be referred to as “Purpose”).

[Purpose]

3. Term

The Collaboration shall come into effect upon the acceptance of the Agreement and shall remain in effect until the Purpose of the Collaboration is served, and all services are completed.

4. Authority

  1. Joint Decisions
  1. All significant decisions regarding the collaboration shall require agreement or a unanimous vote by the Parties.
  1. Significant decisions will include but are not limited to, decisions regarding the nature of the services to be provided, eligibility for services provided through collaboration, and decisions regarding funding and budget to carry out the purpose of the collaboration.
  1. Staffing
  1. The Parties shall equally share all staffing responsibilities related to this Agreement.
  1. The staffing responsibilities shall include providing personnel and financial resources to obtain additional personnel to achieve the Purpose.
  1. Representatives
  1. Each Party shall identify one person from their organization as a representative to act on their behalf in the Collaboration (hereinafter referred to as “Representative”).
  1. Each Representative shall keep the Parties they represent and their companies informed about the pertinent facts of the Collaboration and all significant developments and milestones achieved towards the Purpose.
Party
Representative
First Party
[Representative Name]
Second Party
[Representative Name]

5. Resource Commitment, Funds, and Proceeds

  1. The Parties in the Collaboration shall agree to share resources in the form of funds, time, efforts, workforce, equipment, technology, infrastructure, and other necessities to fulfill the Purpose.
  1. The Parties shall equally share all forms of financial burdens, liabilities, obligations, or costs associated with the Collaboration.
  1. If outside funding or credit is required to support the achievement of the Purpose, the Parties shall agree to procure such credit jointly and share in the responsibility to repay the same.
  1. If one of the Parties provides additional capital above and beyond their equal share, that capital shall not grant them additional interest or control over the Collaboration. Instead, the capital shall be considered a loan and shall be repaid from the Collaboration proceeds.
  1. Any remaining profits or proceeds shall be distributed equally amongst the parties to this collaboration agreement.

6. Additional Parties

  1. Additional Parties shall be added at any time in the future by the unanimous decisions of the existing Parties.
  1. The Additional Parties shall be bound by the terms and conditions of the Agreement.
  1. The total number of Additional Parties shall not exceed [Number].
  1. The Parties agree that an independent consultant shall be hired to carry out a risk assessment prior to beginning any work related to this Collaboration.

7. Collaboration Insurance

  1. The Parties agree to maintain adequate insurance to cover their respective personnel and assets from damages, loss, or theft.
  1. The Parties agree to name each other in their respective insurance policies and to indemnify and hold each other harmless in all cases save for those of gross or wilful misconduct or neglect.

8. Termination

  1. The Collaboration may be terminated by the mutual or unanimous agreement of the Parties who have major shares of capital in the Collaboration.
  1. All Parties shall notify in writing to other stakeholders in the Collaboration about the termination at least [Number of Days] days in advance.
  1. Upon the decision to terminate the Collaboration, all Parties shall be notified by their Representatives, immediately.
  1. All assets shall be distributed accordingly to all Parties upon the termination corresponding to the percent contributed by each Party unless made an exception in the Agreement.
  1. All payments shall be made to the bank accounts of record for each Partner, upon dissolution of the Collaboration.
  1. Upon termination of this Agreement, the Parties shall cease reproducing, advertising, marketing, and distributing any material or information about the Collaboration immediately.

9. Agreement Extension

  1. This Agreement can be extended or amended upon the unanimous agreement of the Parties.
  1. The decision of extension or amendment of the Agreement shall address the date, tenure of the extension, additions of new clauses or provisions in the Agreement, and must include the signature of the collaborating Parties.

10. Duty of Loyalty

No Party shall engage in any endeavors, ventures, business, whether directly or indirectly, that might prove competitive with the business of the Collaboration or that would be in direct conflict of interest to the Collaboration without the written consent of the other Parties.

11. Indemnification

The Parties each agree to indemnify and hold harmless the other Parties and their respective permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.

12. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on all the Parties.

13. Miscellaneous

  1. Assignability: Neither Partner may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Partner which shall not be unreasonably withheld.
  1. Notices: Any notice required to be given to any of the Parties shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the sender.
  1. Force Majeure: Neither Partner shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
  1. Modification: No modification of this Agreement shall be made unless in writing, signed by all the Parties.
  1. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
  1. Governing Law and Jurisdiction: This Agreement shall be governed following the laws of the [State/Court/Region]. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
  1. Legal and Binding Agreement: This Agreement is legal and binding amongst the Parties as stated above. This Agreement may be entered into and is legal and binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Agreement.
  1. Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

Acceptance and Signature

IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the Effective Date mentioned above.
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Witness

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Thank You

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