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Cooperation Agreement

Cooperation Agreement

(Individually a "Party" and collectively the "Parties")

concerning the cooperation on DESCRIBE PURPOSE.

1. Background and purpose

1.1 A is DESCRIBE A'S COMPANY.

1.2 B is DESCRIBE B'S COMPANY.

1.3 The Parties have therefore agreed that DESCRIBE COOPERATION.

1.4 This is a voluntary collaboration between the Parties as individual companies and not a joint company, joint venture or other legal entity, and each Party shall continue to bear responsibility for each Party's own business and may not legally commit or bind the other Party without further agreement.

1.5 The Parties have therefore concluded the following Cooperation Agreement (the "Agreement").

2. Duties

2.1 The Parties must each be loyal to the other Party and seek a healthy cooperation.

2.2 A must: DESCRIBE OBLIGATIONS

2.3 B must: DESCRIBE OBLIGATIONS

3. Payment

3.1 In respect of the cooperation, the Parties have agreed that DESCRIBE ANY PAYMENT STRUCTURE.

3.2 Payments to be made E.G. EVERY MONTH ACCORDING TO INVOICE

3.3 All prices above are exclusive of VAT.

4. Term and Termination

4.1 The Agreement is concluded for an unlimited period, but the Parties may terminate the Agreement with X months' notice to the end of a month.

4.2 If one of the Parties is in material breach of this Agreement, the Agreement may be terminated immediately by the non-breaching Party.

5. Liability

5.1 Each Party shall be liable for any damage they may make or liability they might incur.

6. Insurance

6.1 The Parties are required to have taken out professional indemnity insurance with a recognized insurance firm.

6.2 A Party may demand to see documentation to that effect by the other Party.

7. Confidentiality

7.1 Commercial information which the Parties may obtain or possess concerning the other Party, shall be considered confidential and shall not be disclosed to third parties without the relevant Party's prior written consent. Breach of this clause triggers a penalty of XX €,£,$ per breach. Payment of penalty does not make the breach legal.

7.2 The above prohibitions shall not apply to information, i) which is publicly available, ii) as a Part comes into possession of good faith from a third party, iii) as a Party is required to disclose under the law.

8. Other provisions

8.1 The Parties act as independent entities and are not entitled to conclude agreements on the other Party's behalf, or otherwise to bind the other Party.

8.2 The Parties are not entitled to transfer rights or obligations under this Agreement to others.

8.3 Changes or additions to this Agreement requires consensus among the Parties, and changes or addition attached this Agreement as a supplement, and this supplement is signed by both Parties.

8.4 Each Party will bear its own costs in connection with the conclusion of this Agreement.

8.5 The Agreement is subject to the law of COUNTRY.

8.6 Any dispute arising out of or in connection with this Agreement shall be settled by the court of CITY.

Signatures

What is a Cooperation Agreement?

A Cooperation Agreement is a formal document that you might use to outline the basic terms of business with another company or individual. You might also see these referred to as a Memorandum of Understanding. However, there are usually subtle differences between the two document types.

A Cooperation Agreement can take the form of an agreement in principle and, as such, may differ in how committal it is. Even though a Cooperation Agreement is seen as a type of preliminary agreement, you may still wish to include break or termination clauses.

What should be included in a Cooperation Agreement?

Due to the nature of Cooperation Agreements, they will all include different specific aspects. If you are putting together a complex deal, you may even have several Cooperation Agreements that supersede each other before you put together a formal contract.

Regardless of the specific content, ensure your Cooperation Agreements always contain the following from a structural perspective:

  • The purpose of the cooperation. Outline what the Cooperation Agreement refers to. This does not need to be too detailed but should make clear what the cooperation involves.
  • Details of all parties. What are the parties involved, and what is their line of business? This can essentially be a condensed version of your “About Us” from your website.
  • Details of the cooperation. This is where you add further information about the proposed cooperation.
  • Duties of all parties. Detail the specific responsibilities of each party within the proposed cooperation. It is a good idea to list these and be as detailed as possible to remove any ambiguity. Remember, these details may need importing into a formal contract, so get them right now!
  • Payment structure. If any monies will change hands as part of the Cooperation Agreement, which is possible if you are both services companies mutually referring each other's clients, for example.
  • Term and termination. This can have several contexts. First, this may refer to an agreed termination process or notice period for the final agreement itself or could set a specific timeframe for your cooperation. Alternatively, or at the same time, you may also set out details under which the Cooperation Agreement becomes void, for example, if a contract is not finalized by a specific time.
  • Confidentiality clause. Outline anything that should be kept confidential as part of the Cooperation Agreement. It is a good idea to have a non-disclosure agreement should your cooperation involve parties receiving and using each other’s sensitive data.
  • Jurisdiction. Clarify in which location your Cooperation Agreement will be governed.

When should I use a Cooperation Agreement?

Create a Cooperation Agreement when you are ready to finalize a transaction or draw up a formal contract.

Depending on the nature of your Cooperation Agreement and the deal you are trying to do, you may decide to use this document alongside a non-disclosure agreement. That way, if the Cooperation Agreement does not lead to the involved parties signing a formal contract for whatever reason, both parties’ sensitive data is protected from being leaked into the public domain.

Why use a Cooperation Agreement?

Using a Cooperation Agreement can demonstrate a general agreement between two parties and a desire to get a formal deal put together. If there are still several things to negotiate, a Cooperation Agreement can be helpful as a preliminary agreement for outlining terms that have been agreed while you continue to discuss other outstanding aspects.

A Cooperation Agreement may also be used in conjunction with documents like a Letter of Intent to cover exclusivity and ensure that all parties are happy that the other is serious about moving forward.

Where and how to use a Cooperation Agreement

Use this Cooperation Agreement template whenever you have the basis for an agreement in place and want to show you are serious about doing a deal. Depending on how negotiations proceed, you may not even need to use it and can go straight to choosing one of our formal contract templates instead.

However, your Cooperation Agreement can be helpful as it gives you something in writing and a commitment from both sides that you are at least continuing to explore the basis of a business deal.


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