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Exclusive Collaboration Agreement
"I need an Exclusive Collaboration Agreement between my tech company and a research institution for developing AI software, with strict IP protection clauses and a focus on maintaining confidentiality of our proprietary algorithms, starting from March 2025."
1. Parties: Details of the collaborating parties and their registered addresses
2. Background: Context and purpose of the collaboration agreement
3. Definitions: Key terms and their meanings used throughout the agreement
4. Scope of Collaboration: Detailed description of collaborative activities and their boundaries
5. Exclusivity Terms: Terms and extent of exclusive relationship including territorial and temporal scope
6. Intellectual Property Rights: Ownership, usage, and protection of existing and newly created IP during collaboration
7. Confidentiality: Protection and handling of confidential information shared during collaboration
8. Term and Termination: Duration of agreement and circumstances for termination
9. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Financial Terms: Payment terms, revenue sharing, and financial obligations between parties
2. Resource Allocation: Distribution of resources, responsibilities, and cost sharing arrangements
3. Marketing and Promotion: Joint marketing activities, branding guidelines, and promotional responsibilities
4. Data Protection: Compliance with data protection laws and handling of personal data
1. Project Plan: Detailed timeline, milestones, and deliverables of the collaboration
2. Service Levels: Performance metrics, standards, and quality requirements
3. Approved Sub-contractors: List of authorized third-party contractors and their roles
4. IP Register: Comprehensive list of background and foreground intellectual property
5. Commercial Terms: Detailed pricing, payment terms, and financial arrangements
Authors
Background IP
Business Day
Collaboration
Collaboration Period
Commencement Date
Confidential Information
Deliverables
Developed IP
Effective Date
Exclusivity Period
Exclusivity Territory
Force Majeure Event
Foreground IP
Group Company
Intellectual Property Rights
Key Personnel
Licensed Materials
Material Breach
Permitted Purpose
Project
Project Plan
Representatives
Services
Specified Field
Term
Territory
Third Party
Trade Secrets
Working Hours
Scope of Collaboration
Term and Duration
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Payment Terms
Resource Allocation
Performance Obligations
Warranties and Representations
Limitation of Liability
Force Majeure
Termination Rights
Exit Provisions
Assignment and Sub-contracting
Dispute Resolution
Governing Law and Jurisdiction
Data Protection
Publicity and Announcements
Audit Rights
Change Control
Insurance Requirements
Notices
Entire Agreement
Severability
Third Party Rights
Waiver
Amendments
Costs and Expenses
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