COLLABORATION AGREEMENT

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

[INSERT 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 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. COLLABORATION
   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. RESPONSIBILITIES AND DUTIES
   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.
3. TERMINATION
   1. This Agreement may be terminated by either party if the other party defaults in the performance of any duties and/or obligations or materially breaches any of the terms and conditions of this Agreement and fails to cure such default breach within [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] days after the service of written notice upon it of such default or breach.
4. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
   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.
5. 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.
6. FORCE MAJEURE
   1. In 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.
7. 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.
8. WAIVER
   1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
9. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
10. INDEMNIFICATION
    1. Each Party shall hold harmless, and indemnify the other Party and its directors, officers, agents and employees against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss arising out of or incurred or sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations or agreements herein made by either party, or from any reliance upon any such warranties, representations or agreements or in connection with intentional, willful, wanton, reckless or negligent conduct regarding (a) the services provided herein. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct.
11. DISPUTE RESOLUTION
    1. 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.
12. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES].
13. 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.
14. 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: [MENTION THE EMAIL ID OR/AND ADDRESS OF PARTY A]
       2. PARTY B: [MENTION THE EMAIL ID OR/AND ADDRESS OF PARTY B]
15. ENTIRE AGREEMENT
    1. 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.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
16. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

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: [NAME OF PARTY A/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PARTY A]

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

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

Signature:

Date: [SIGNING DATE OF PARTY B]