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Framework Collaboration Agreement
"I need a Framework Collaboration Agreement for a tech company based in Kuala Lumpur collaborating with a research institution on AI development projects, with emphasis on IP protection and data sharing protocols."
1. Parties: Identification and details of the contracting parties, including registration numbers and registered addresses
2. Background: Context of the collaboration and brief description of each party's business and objectives
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Collaboration: General framework and principles of collaboration between the parties
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Governance Structure: Management of the collaboration, including steering committees and decision-making processes
7. Financial Arrangements: General principles for cost-sharing, revenue allocation, and financial responsibilities
8. Intellectual Property Rights: Ownership and usage rights of existing and newly created IP
9. Confidentiality: Protection and handling of confidential information exchanged during collaboration
10. Warranties and Representations: Basic warranties about capacity to contract and authority to perform obligations
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Force Majeure: Provisions for handling events beyond parties' reasonable control
13. Dispute Resolution: Process for resolving disagreements, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Data Protection: Required when collaboration involves processing of personal data or cross-border data transfers
2. Competition Compliance: Needed when parties are competitors or when collaboration could raise competition law concerns
3. Personnel and Resources: Include when specific commitments regarding staffing or resources are part of the collaboration
4. Quality Standards: Required when collaboration involves product development or service delivery with specific quality requirements
5. Insurance: Include when specific insurance coverage is required for the collaboration activities
6. Export Control: Necessary when collaboration involves international trade or technology transfer
7. Sustainability and ESG: Include when parties wish to establish environmental, social, and governance standards
8. Brand Usage: Required when collaboration involves use of parties' brands or trademarks
1. Schedule 1 - Project Framework: Template and process for establishing specific project agreements under the framework
2. Schedule 2 - Governance Procedures: Detailed procedures for steering committee meetings and decision-making processes
3. Schedule 3 - Financial Model: Detailed financial arrangements, including cost allocation methods and pricing principles
4. Schedule 4 - Technical Standards: Technical requirements and standards applicable to the collaboration
5. Schedule 5 - Service Levels: Performance metrics and service level requirements if applicable
6. Schedule 6 - Contact Details: Key contact persons and communication protocols
7. Appendix A - Form of Project Agreement: Template agreement for specific projects under the framework
8. Appendix B - Confidentiality Agreement: Detailed confidentiality terms for third parties if required
Authors
Affiliate
Background Intellectual Property
Business Day
Collaboration
Commencement Date
Confidential Information
Deliverables
Developed Intellectual Property
Effective Date
Force Majeure Event
Foreground Intellectual Property
Governing Law
Initial Term
Intellectual Property Rights
Joint Steering Committee
Key Personnel
Licensed Materials
Losses
Material Breach
Milestone
Notice
Parties
Project
Project Agreement
Project Manager
Project Plan
Project Specific IPR
Representatives
Services
Steering Committee
Sub-contractor
Term
Territory
Third Party
Working Hours
Definitions
Duration and Term
Scope of Collaboration
Project Implementation
Governance Structure
Financial Terms
Intellectual Property Rights
Confidentiality
Data Protection
Warranties and Representations
Liability and Indemnification
Force Majeure
Termination
Exit Management
Competition Compliance
Anti-Corruption
Resource Allocation
Quality Standards
Dispute Resolution
Governing Law
Assignment and Succession
Notices
Entire Agreement
Amendment
Severability
Counterparts
Third Party Rights
Costs and Expenses
Relationship of Parties
Technology
Manufacturing
Research and Development
Education
Healthcare
Financial Services
Telecommunications
Energy
Infrastructure
Automotive
Agriculture
Biotechnology
Professional Services
Digital Services
Construction
Legal
Business Development
Commercial
Operations
Strategy
Finance
Compliance
Research and Development
Innovation
Corporate Affairs
Risk Management
Project Management Office
Technology
Procurement
Chief Executive Officer
Managing Director
Chief Legal Officer
Legal Counsel
Head of Business Development
Commercial Director
Chief Operating Officer
Project Manager
Strategic Partnership Manager
Contract Manager
Compliance Officer
Chief Financial Officer
Head of Strategy
Research Director
Innovation Manager
Business Development Manager
Operations Director
Chief Technology Officer
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