COOPERATION AGREEMENT

This Cooperation Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT THE NAME OF PARTY A], having registered office at [INSERT ADDRESS OF PARTY A] (hereinafter referred as the “Party A” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF PARTY B], having registered office at [INSERTADDRESS OF PARTY B] (hereinafter referred as the “Party B” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Party A and the Party B shall be collectively referred to as “Parties” and individually as “Party”.

WHEREAS

1. The Parties agree to collaborate on [INSERT THE PURPOSE AND SCOPE OF THE COOPERATION, INCLUDING THE SPECIFIC OBJECTIVES AND GOALS].
2. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. PROJECT DESCRIPTION AND TITLE
   1. The Parties shall cooperate on the working and strategizing of the Project [INSERT THE DESCRIPTION OF PROJECT ON WHICH THE PARTIES SHALL COOPERATE].
   2. The working title for the project is [INSERT TITLE OF THE PROJECT].
2. PROJECT SCHEDULE
   1. The project schedule is set forth in this agreement and is incorporated herein by reference as mentioned below: [INSERT THE NAME GIVEN TO PROJECT SCHEDULE]
   2. In succeeding years of this agreement, the parties shall work together to develop a mutually agreeable project schedule as mentioned above.
3. SCOPE
   1. This Agreement constitutes the entire understanding between the parties regarding [SUBJECT MATTER OF THE COOPERATION AGREEMENT] and supersedes all prior or contemporaneous communication and proposals, whether oral or written.
   2. The scope of this Agreement is limited to the following: [INSERT LIST OF SPECIFIC SERVICES, GOODS OR ACTIVITIES COVERED BY THE AGREEMENT].Any services, goods, or activities not specifically listed herein are excluded from the scope of this Agreement.
   3. This Agreement shall not be construed to obligate either party to perform any work, provide any goods, or undertake any activity beyond the scope described herein.
4. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS] days as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
5. OBLIGATIONS OF PARTIES
   1. The parties shall work together to determine the key creative elements of the activities under this agreement. No party may unreasonably withhold its approval of any particular key creative element. The parties have some specific rights and responsibilities.
   2. The parties shall cooperate with each other to provide any necessary information, access, and resources required to perform the objective of cooperation.
   3. Each party is obligated to cooperate in a constructive and collaborative manner, working towards the shared objectives of the agreement.
   4. Each parties must contribute effort toward achieving the objectives, with each fulfilling their part of the responsibilities outlined in the agreement.
   5. Each party must comply with relevant laws, rules, and regulations in their operations and activities under the agreement.
   6. If applicable, a party may be obligated not to engage in similar projects or ventures that conflict with the cooperation for a specified period.
   7. One party may have an obligation to ensure that the agreement is exclusive, meaning they cannot collaborate with other competitors or parties in the same field during the term.
6. TECHNICAL SPECIFICATIONS
   1. [INSERT THE LIST OF TECHNICAL SPECIFICATIONS OF THE PROJECT]
7. FUNDING AND BUDGET
   1. [INSERT THE NAME OF PARTY OR PARTIES WHICH SHALL RAISE FUNDS FOR THE PROJECT] shall raise/provide all funds necessary to carry out the project. A budget for the project to this agreement and is incorporated herein by reference shall be as following:[INSERT THE BUDGET OF PROJECT]
   2. In succeeding years of this agreement, the parties shall work together to develop a mutually agreeable annual budget mentioned above.
8. REPRESENTATIONS AND WARRANTIES
   1. Both Parties represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   2. A party may represent that it owns or has the right to use certain intellectual property, equipment, or other resources that will be utilized during the cooperation.
   3. The party represents that entering into the cooperation agreement will not breach or conflict with any other agreements, contracts, or legal obligations the party is bound to.
   4. The party may represent that it is financially stable and capable of fulfilling its obligations under the agreement.
   5. The party warrants that the information provided during the negotiation or performance of the agreement is accurate and true.
   6. The party warrants that it holds valid title or rights to the assets or resources it is contributing to the cooperation.
   7. The party warrants that its contributions or resources will not infringe on third-party intellectual property rights.
   8. The party warrants that it is not in breach of any contract or agreement with any other party that would prevent it from fulfilling its obligations under the cooperation agreement.
   9. The party warrants that it is not in default of any financial or operational obligations that might impair its ability to perform the terms of the cooperation agreement.
9. CONFIDENTIALITY
   1. Each Party agrees to hold in confidence and not disclose to any third party, except as permitted herein, any confidential information of the other Party.
   2. Confidential Information shall include, but not be limited to, any information that is not generally known to the public and that relates to the other Party's business, operations, technology, trade secrets, customer lists, or financial data.
   3. The Parties shall use Confidential Information solely for the purposes of this Agreement and shall not use it for any other purpose or for the benefit of any third party.
   4. Upon termination of this Agreement or at the request of the other Party, each Party shall promptly return all Confidential Information and related materials to the other Party or destroy them, as directed by the other Party.
10. PUBLICITY AND USE OF PROPRIETARY MARKS
    1. Each party shall obtain prior written approval from the other party prior to using the other party’s trademarks or trade names, images or holdings (collectively, “Proprietary Marks”) in connection with the activities under this agreement. This applies to all uses regardless of whether on the web, in print, or in any other media. Once approved, similar uses in the same context and format will not require additional approval. In the event that this agreement expires or terminates for any reason, each party shall immediately discontinue using the other party’s Proprietary Marks, except as follows: [INSERT THE PROPRIETARY MARKS WHICH CAN BE CONTINUED AFTER EXPIRATION OF AGREEMENT]
11. RELATIONSHIP BETWEEN PARTIES
    1. The agreement explicitly states that the parties are independent contractors and not partners, joint venturers, or in any other fiduciary relationship. 
    2. Neither party has the authority to act for, assume obligations for, or bind the other party in any manner. 
    3. The agreement clarifies that it does not create a partnership or joint venture between the parties. 
    4. The agreement may also state that neither party owes any fiduciary duty to the other. 
    5. The agreement may also state that it does not create any employment relationship between the parties 
12. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NO. OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
13. INDEMNIFICATION
    1. Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its respective affiliates, officers, directors, employees, and agents, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Agreement by the Indemnifying Party, or any act or omission of the Indemnifying Party or its respective affiliates, officers, directors, employees, and agents in connection with the cooperation contemplated herein, except to the extent such claims, damages, liabilities, costs, and expenses are caused solely by the negligence or willful misconduct of the Indemnified Party." 
14. LIABIITY
    1. Neither Party shall be liable to the other for any indirect, incidental, consequential, or special damages, including but not limited to lost profits, business interruption, or loss of goodwill, arising out of or in connection with this Agreement, even if such Party has been advised of the possibility of such damages.
    2. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, civil unrest, or natural disasters.
    3. Each of the Parties shall be jointly and severally liable for all obligations and liabilities arising under this Agreement.
    4. Each Party shall maintain adequate insurance coverage to cover its obligations under this Agreement, including but not limited to professional liability insurance and general liability insurance.
15. DISPUTE RESOUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
16. GOVERNING LAW AND JURISDRICTION
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Licensor and Licensee
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. FORCE MAJURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
18. NON-DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
19. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. PARTY A: [INSERT THE EMAIL ID OR/AND ADDRESS OF PARTY A]
       2. PARTY B: [INSERT THE EMAIL ID OR/AND ADDRESS OF PARTY B]
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire Agreement: This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLERATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.
    2. IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Party A:

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF PARTY A AND/OR DESIGNATION] 

Signature:

Date: [INSERT THE DATE ON WHICH PARTY A SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Party B

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF PARTY B AND/OR DESIGNATION] 

Signature: 

Date: [INSERT THE DATE ON WHICH PARTY B SIGNS THE AGREEMENT]