(1) (Party 1); and
(2) (Party 2).
(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.
- In this Agreement, the following words are defined:
|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;|
|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;
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;
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;
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.|
- In this Agreement, unless the context requires a different interpretation:
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
- This Agreement shall commence on (Commencement Date).
- This Agreement shall continue, unless terminated earlier in accordance with this Agreement, until when it shall terminate automatically without notice.
Co-operation and Collaboration
- The parties shall co-operate within the Focus of this Agreement in relation to Projects.
- The parties shall collaborate in relation to the Project Schedules.
- Nothing in this Agreement shall restrict either party's right to continue to conduct its business activities or arrangements that existed on the Commencement Date or that otherwise come into being outside the scope of this Agreement.
Proposals and projects
- The terms of this Agreement shall apply when either party (the Proposing Party) wishes to propose to the other party (the Receiving Party) a Project falling within the scope of the Focus.
- A Proposing Party can submit a proposed Project falling within the scope of the Focus to the Receiving Party at any time.
- The proposal shall include an indication of the parties' likely respective Contributions and any Charges the Proposing Party intends to make for its own Contributions (if applicable).
- On receipt of a proposal, the Receiving Party shall consider it and discuss whether they wish to formalise the proposal into a Project. Either party may, in its absolute discretion, decline to agree to formalise a proposal into a Project.
- To formalise a proposal into a Project:
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 Project Schedule that has been signed by both parties may be amended any time in accordance with clause on variation below under the heading "General".
- Unless terminated earlier in accordance with this Agreement, each Project Schedule is contractually binding during the Project Period.
- In relation to the obligations allocated to it in a Project Schedule (that are agreed in accordance with this clause), each party shall:
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.
- Each party shall ensure that it uses employees or agents in performing its obligations under a Project Schedule who are suitably qualified and experienced.
- Except as provided for in clause 18, each party shall:
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".
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.
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.
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.
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.
This Agreement does not transfer any interest in Intellectual Property Rights.
- All Intellectual Property Rights developed or created by a party pursuant to a Project shall be owned by that party.
- Each party grants to the other a non-exclusive, worldwide, royalty-free licence during the applicable Project Period to use its Intellectual Property Rights in relation to a Project to the extent necessary for the other party to carry out its obligations in relation to that Project.
- At the end of the applicable Project Period, a party licensed to use the other party's Intellectual Property Rights shall cease to use those Intellectual Property Rights and return any physical embodiment of those Intellectual Property Rights in its possession or control to the other party.
- Each party shall immediately give written notice to the other party of any actual, threatened, or suspected infringement of any party's Intellectual Property Rights used in connection with a Project of which it becomes aware.
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.
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.
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.
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 £.
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.
- The parties shall, on either party's request, produce both the insurance certificate giving details of the cover and receipt for the current year's premium.
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.
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.
- No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
- The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
- Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other right or remedy.
A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
- If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected
- Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
- Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party's registered address or place of business, or sent by email to the other party's main business email address as notified to the sending party. Notices:
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
- This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
The parties have signed this Agreement on the date(s) below.
This Project Schedule is made between:
(Party 1); and
(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.
- This Project Schedule forms part of the Agreement.
- The terms and conditions of the Agreement apply to this Project Schedule. The parties agree to perform their obligations set out in this Project Schedule in accordance with the Agreement.
- Unless otherwise defined in this Project Schedule, terms used in this Project Schedule shall have the meaning given to them in the Agreement.
- This Project shall commence on .
- Unless terminated earlier in accordance with this Agreement, this Project Schedule shall continue until (Project Period).
- The Parties shall provide the following Contributions in relation to the Project:
- The parties agree that the following information shall be considered Confidential Information: