COLLABORATION AGREEMENT

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

[INSERT NAME OF THE 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 THE PARTY B], having registered office at [INSERT ADDRESS OF THE 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 Party A is engaged in the business of [INSERT THE BUSINESS OF PARTY A];
2. The Party B is engaged in the business of [INSERT THE BUSINESS OF PARTY B];
3. The Parties wish to collaborate with each other for the fulfillment of certain business relating to [INSERT THE PURPOSE OF COLLABORATION] (the “collaboration”);
4. The Parties wish to enter into an Agreement to bring forth their resources for the attainment of common goal;
5. 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. SCOPE OF THE AGREEMENT
   1. The Parties wish to collaborate with each other for the fulfillment of certain business relating to [INSERT THE PURPOSE OF COLLABORATION].
   2. The Party A shall [INSERT THE ROLE OF PARTY A IN THE COLLABORATION].
   3. The Party B shall [INSERT THE ROLE OF PARTY B IN THE COLLABORATION].
2. 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/MONTHS/YEARS] 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.
3. OBLIGATIONS
   1. The Parties declare that they shall follow the terms of the contract in good faith and with the best interests to promote the collaboration contemplated under the present Agreement.
   2. The parties shall equally bear the expenses towards the activities relating to collaboration such as marketing, salaries, accounting and taxes (the “expenses”).
   3. The Parties shall maintain proper books of accounts and records in regard to the collaboration.
4. PAYMENT
   1. The allocation of revenues generated from collaborative activities under this Agreement shall be determined jointly by both parties.
   2. A predetermined fixed percentage of revenue [INSERT PERCENTAGE] shall be paid by either party in lieu of their obligations performed under this Agreement.
   3. The party making the payment shall submit an invoice detailing the amount due, including a summary of the revenue generated and the calculation used to determine the payment, for the perusal of the entitled party. Both parties agree to maintain accurate and complete records of all transactions related to this Agreement and to provide access to such records upon reasonable request for verification purposes.
   4. Payments due upon either party shall be made within [INSERT THE NUMBER OF DAYS] days following the end of each calendar quarter in which the revenue was received. All payments shall be made in [INSERT SPECIFIC CURRENCY] via [INSERT SPECIFIC PAYMENT METHOD] to the account designated by the entitled party.
   5. Each party shall be responsible for its own taxes, duties, and other governmental charges associated with the revenues received under this Agreement. Any required withholding taxes shall be deducted as per applicable laws, and the remitting party shall provide the other party with appropriate documentation evidencing the payment of such taxes.
   6. Any disputes arising under this Clause shall be resolved in accordance with the provisions set forth in the Dispute Resolution Clause of this Agreement.
5. REPRESENTATIONS AND WARRANTIES
   1. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to carry out its obligations hereunder; that the execution and performance of this Agreement do not violate any other agreement, law, or regulation to which it is subject; that it will comply with all applicable laws in the performance of its duties under this Agreement; that there are no pending or threatened legal actions that would adversely affect its ability to perform its obligations; and that it owns or has the right to use any intellectual property it contributes under this Agreement, and such use does not infringe on the rights of any third party.
   2. Each party further represents that it is not subject to any restriction or debarment that would prevent it from performing under this Agreement, and that all information and materials provided by it to the other party are, to the best of its knowledge, true, accurate, and complete in all material respects.
6. AUDIT
   1. Each party ("Audited Party") shall maintain complete and accurate records related to its obligations under this Agreement, including but not limited to financial records, reports, invoices, and any supporting documentation. Such records shall be retained for a period of [INSERT THE NUMBER OF YEARS] years following the termination or expiration of this Agreement.
   2. The other party ("Auditing Party") shall have the right to conduct audits on a quarterly, semi-annual, or annual basis (as mutually agreed upon) to verify compliance with the terms of this Agreement. The Auditing Party shall provide at least [INSERT THE NUMBER OF DAYS] business days' prior written notice before conducting such an audit.
   3. The Audited Party shall provide reasonable access to its premises, records, and relevant personnel for the purpose of the audit. Audits shall be conducted during normal business hours and in a manner that minimizes disruption to the Audited Party’s operations.
   4. Any information obtained during the audit shall be kept confidential and used solely for the purpose of ensuring compliance with this Agreement. The Auditing Party shall not disclose such information to any third party without the prior written consent of the Audited Party, except as required by law.
7. CONFIDENTIALITY
   1. Each and any party (“Disclosing Party”) may disclose or grant to any other party (“Receiving Party”) access to information that the Disclosing Party considers confidential or proprietary (“Confidential Information”) including this agreement. Confidential Information, as used in this Agreement, shall mean any information or data which (a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential.
   2. A Disclosing Party's Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of a Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (iii) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
   3. Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a Transaction. Without limiting the generality of the foregoing, Receiving Party shall not disclose Confidential Information of Disclosing Party to any of Receiving Party's employees or agents except those employees or agents who are required to have such Confidential Information in order to participate in the parties' discussions regarding, or performance of, a Transaction, and who are under a written obligation of confidentiality or nondisclosure to Receiving Party. Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including but not limited to advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information. Receiving Party shall be fully responsible for any breach of this Agreement by its employees. Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.
   4. The parties agree to return to each other, or to destroy upon written request of the other party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other party or, if not requested earlier, upon completion of the Transaction or termination of this Agreement. Upon destruction of Confidential Information or any copies thereof, the party accomplishing such destruction shall certify in writing to the other party that such destruction has occurred.
   5. Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.
   6. Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.
8. INTELLECTUAL PROPERTY RIGHTS
   1. Both the parties must protect the business towards the collaboration and trade name by not using business’ name or trademark or any of the business’ material for any other purpose without the prior approval of each other.
   2. The Parties shall be the equal owners of Intellectual Property Rights associated with the collaboration.
   3. In the event of an intellectual property right infringement, the following clauses shall apply:
      1. If any third party claims that the use, distribution, or commercialization of any materials, content, or deliverables provided under this Agreement infringes their intellectual property rights, the party responsible for providing such materials (Indemnifying Party) shall, at its own expense, defend, indemnify, and hold harmless the other party (Indemnified Party) from all claims, damages, liabilities, and expenses arising from such infringement. The Indemnified Party shall promptly notify the Indemnifying Party of any such claims and provide reasonable assistance in the defense.
      2. If an infringement claim is upheld or likely to be upheld, the Indemnifying Party shall, at its discretion, either (a) obtain the necessary rights to continue using the materials, (b) modify them to eliminate the infringement, or (c) replace them with non-infringing alternatives.
9. TERMINATION
   1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE] 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.
10. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defense at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
11. LIABILITY
    1. In no event will either Party be liable for any special, incidental or consequential damages arising from or related to the use of the Domain, even if advised of the possibility.
12. DISPUTE RESOLUTION
    1. The Parties shall endeavour 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.
13. APPLICABLE LAW
    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 PARTY A and PARTY B.
       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.
14. FORCE MAJEURE
    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.
15. NON-SOLICITATION CLAUSE
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
       1. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
       2. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
       3. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
16. 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.
17. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
18. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. PARTY A: [INSERT THE EMAIL ID OR/AND ADDRESS OF PARTY A]
       2. PARTY B: [INSERT ID OR/AND ADDRESS OF PARTY B]
19. INDEPENDENT CONTRACTOR
    1. Nothing in this Agreement shall create any employment or agency between the parties or any of them. The parties shall work in the capacity of an independent contractor.
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 along with all the Exhibits 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. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.
    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. DECLARATION
    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.

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 NAME OF PARTY A/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PARTY A]

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

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

Signature:

Date: [INSERT SIGNING DATE OF PARTY B]