A cooperation agreement defines the rights and responsibilities of the companies that are cooperating. These rights and responsibilities include payment, confidentiality, intellectual property, and warranties and indemnifications.
The parties hereby enter into a non-exclusive agreement as follows:
1) Project Description. [Description of project]
2) Title. The working title for the project is [Title]
3) Funding and Budget. [Party] shall raise or provide all necessary funds to carry out the project.
4) Rights and Responsibilities. The parties shall work together in determining the key creative elements of the activities in this agreement. No party may withhold approval unreasonably of any key creative element.
[Party] shall perform the following obligations:
[Party] shall perform the following obligations:
5) Confidentiality. Each party shall treat as strictly confidential all information obtained or received as a result of this project.
Each party may disclose information which would otherwise be confidential if and to the extent:
(i) required by the law of any relevant jurisdiction
(ii) the information reached the public domain through no fault of the party; or
(iii) the other party has given prior written approval for the disclosure
6) Publicity and Use of Proprietary Marks. Each party shall obtain prior written approval from the other party to use the other party's trade names or trademarks, images, or holdings in connection with the project. This applies to all use whether in print, on the web, or in other media. Once approved, similar uses in the same format and context do not require additional approval. In the event that this agreement terminates or expires, each party shall immediately discontinue using the other party's proprietary marks, except as follows: [exceptions]
7) Copyright, Clearances, and Ownership.
a) [Party] will own the physical and intellectual property resulting from the project
b) [Party] hereby grants [party] a fully paid/royalty-free, perpetual, irrevocable, worldwide, nontransferable, nonexclusive license to use, transmit, reproduce, perform, display, distribute, prepare derivative works from, and authorize the redistribution of [property].
c) [Party] is solely and exclusively responsible for obtaining necessary clearances, releases, or permissions necessary to complete the activities outlined in this agreement.
8) Warranties and Indemnifications
a) Each party represents and warrants that it has full right and power to enter into this agreement and that it is fully able, willing, and ready to perform all obligations hereunder.
b) [Party] warrants that it has obtained or will obtain necessary permissions, releases, or clearances.
c) Each party shall indemnify the other against any and all claims, liabilities, damages, losses, expenses, and costs arising out of any facility furnished by the indemnifying party in connection with the project. Each party shall provide the other party with prompt written notice of any such claims of which the first party is aware. The parties shall cooperate in the defense and resolution of such claims.
9) Waiver of Contractual Rights. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
10) Governing Law. This Cooperation Agreement shall be governed by and construed in accordance with the laws of [State].
The effective date of this agreement is the last date of signature below.
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This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
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