Collaboration Agreement Template

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities of an entity or the power to direct its management and policies, whether by contract or otherwise.

"Background IP" means all Intellectual Property Rights owned or controlled by a Party before the Effective Date or developed or acquired by that Party independently of the Project during the Term, together with all improvements and modifications thereto that do not constitute Project IP.

"Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including technical, commercial, financial and operational information, trade secrets, know-how, data, plans and the terms of this Agreement, whether or not marked as confidential, and which a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

"Contribution" means any money, personnel, services, facilities, equipment, materials, data, technology, Background IP or other resources committed or provided by a Party to the Project pursuant to this Agreement, as valued in accordance with the Agreement.

"Intellectual Property Rights" means all patents, utility models, rights in inventions, copyrights, database rights, rights in designs, trademarks, service marks, trade names, rights in trade secrets and know-how, rights in software, and all other intellectual or industrial property rights, whether registered or unregistered, including applications, renewals and extensions thereof, anywhere in the world.

"Net Revenue" means all gross amounts actually received by or on behalf of either Party from the commercialization or exploitation of the Project Deliverables or Project IP, less (i) taxes collected and remitted on sales, (ii) customary refunds, credits, returns and discounts actually granted, and (iii) Project Costs not previously recovered, in each case determined in accordance with [accounting standards].

"Project" means the joint project described in the Agreement, having the objective of [description of the project goal], and all activities undertaken by the Parties in furtherance thereof.

"Project Costs" means all reasonable, documented, out-of-pocket third-party costs and expenses incurred in carrying out the Project in accordance with the Project Plan or as approved by the Steering Committee, excluding the ordinary internal overhead of either Party unless expressly approved.

"Project Deliverables" means all products, services, software, materials, reports, works and other outputs resulting from the Project.

"Project IP" means all Intellectual Property Rights in any invention, work, data, technology, Project Deliverable or other subject matter conceived, created, developed or reduced to practice by either Party, alone or jointly, in the course of the Project, excluding Background IP.

"Project Plan" means the written plan for the conduct of the Project, including scope, milestones, timelines, budget and resource allocation, as established and amended from time to time by the Steering Committee in accordance with this Agreement.

"Term" means the period commencing on the Effective Date and continuing until the termination of this Agreement in accordance with its terms.

In this Agreement, unless the context otherwise requires: headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; references to sections are to sections of this Agreement; and references to a "written" or "in writing" include email unless otherwise stated.

This Agreement has been negotiated by the Parties with the benefit of legal counsel, and no provision shall be construed against a Party by reason of that Party having drafted it.

The Parties hereby establish a collaboration for the purpose of jointly planning, developing, executing and, where applicable, commercializing the Project, with the objective of [detailed description of the project goal and intended outcomes].

The scope of the Project shall comprise the activities, phases, milestones and Project Deliverables described in the Project Plan, initially being [description of initial scope of work], and any expansion or modification of such scope shall require the written approval of the Steering Committee.

The initial Project Plan shall be prepared by the Lead Collaborator in consultation with the Collaborating Party and shall be delivered within [number] days after the Effective Date. Pending approval of the Project Plan, the Parties shall proceed with the preparatory activities reasonably designated by the Lead Collaborator.

The Parties shall use commercially reasonable efforts to perform their respective obligations in accordance with the Project Plan and to achieve the milestones specified therein, in a diligent, professional and workmanlike manner.

The collaboration established hereby is contractual in nature. Nothing in this Agreement shall be construed to create a partnership, joint venture with a separate legal personality, agency, employment or fiduciary relationship between the Parties, and neither Party shall have authority to bind the other except as expressly provided herein.

Except as expressly set forth in this Agreement, this Agreement shall not restrict either Party from conducting its own business independent of the Project, subject to Section 10 and the obligations of confidentiality and intellectual property set out herein.

The Parties shall establish a steering committee (the "Steering Committee") composed of [number] representatives of each Party, each of whom shall have appropriate seniority and authority. Each Party may replace its representatives upon written notice to the other Party.

The Lead Collaborator shall appoint the chairperson of the Steering Committee, who shall convene meetings at least [frequency] and upon reasonable notice of not less than [number] business days, prepare the agenda and circulate written minutes following each meeting.

A quorum shall require at least one representative of each Party. Each Party's representatives shall collectively have one vote. Decisions of the Steering Committee shall be made by unanimous consent, except as provided in the following clause.

If the Steering Committee fails to reach a decision on any matter relating to the day-to-day conduct, technical direction, scheduling or operational management of the Project after good faith discussion for a period of [number] business days, the Lead Collaborator shall have the final decision-making authority on such matter, provided that the Lead Collaborator may not, by exercise of such authority, (i) increase the Collaborating Party's financial commitment beyond that stated in this Agreement, (ii) amend this Agreement, or (iii) require the Collaborating Party to act contrary to applicable law.

Any matter that is not resolved under the preceding clause, and which concerns an amendment of the scope of the Project that materially alters the Parties' financial commitments, a change in the allocation provided in Section 6, or the grant of rights to third parties in Project IP, shall be referred for resolution under Section 16.

The Lead Collaborator shall appoint a project manager (the "Project Manager") who shall be responsible for coordinating day-to-day activities, monitoring progress against the Project Plan, and reporting to the Steering Committee. The Collaborating Party shall appoint a liaison who shall serve as its primary contact with the Project Manager.

Each Party shall bear its own costs of participating in the Steering Committee and any other governance activities, unless otherwise approved as a Project Cost.

The Lead Collaborator shall lead and coordinate the Project and shall be responsible for the overall planning, management, supervision and administration of the Project, the preparation and maintenance of the Project Plan, and the reporting to the Steering Committee as required herein.

The Lead Collaborator shall perform the tasks and responsibilities allocated to it in the Project Plan, being initially [description of Lead Collaborator's responsibilities], and shall be the primary point of contact for any third-party customers, regulators or suppliers in relation to the Project, unless otherwise agreed.

The Collaborating Party shall perform the tasks and responsibilities allocated to it in the Project Plan, being initially [description of Collaborating Party's responsibilities], in a timely manner and in accordance with the Lead Collaborator's reasonable directions and instructions relating to the coordination of the Project.

Each Party shall (i) comply with all laws, regulations and permits applicable to its performance, (ii) assign sufficiently qualified and experienced personnel, (iii) promptly notify the other Party of any event likely to delay or impair the Project, and (iv) cooperate in good faith and provide such information and assistance as the other Party may reasonably request.

Either Party may engage subcontractors for the performance of its tasks only with the prior written approval of the Lead Collaborator (or, where the Lead Collaborator is the subcontracting Party, notice to the Collaborating Party). The Party engaging a subcontractor shall remain fully responsible for the acts and omissions of such subcontractor.

Each Party shall remain solely responsible for the employment, compensation, benefits, insurance and tax obligations of its own personnel, and no personnel of one Party shall be deemed an employee of the other Party.

Where the Collaborating Party fails to perform an obligation under the Project Plan within [number] days after written notice from the Lead Collaborator, the Lead Collaborator may, without prejudice to its other rights, perform the obligation itself or through a third party, and the reasonable cost thereof shall be borne by the Collaborating Party.

Each Party shall make the Contributions allocated to it in the Project Plan and in this Section, being initially: (i) for the Lead Collaborator, [description and value of Lead Collaborator's Contributions]; and (ii) for the Collaborating Party, [description and value of Collaborating Party's Contributions].

The value of each non-cash Contribution shall be determined by agreement of the Steering Committee on the basis of fair market value or, absent agreement, by the Lead Collaborator acting reasonably and in good faith, as recorded in a written contribution ledger maintained by the Lead Collaborator (the "Contribution Ledger").

Cash Contributions shall be paid in [currency] within [number] days after receipt of a written request from the Lead Collaborator, in the amounts and at the times set out in the Project Plan. The Lead Collaborator shall hold and apply such funds solely for Project Costs.

Background IP shall remain the exclusive property of the contributing Party. Each Party hereby grants to the other Party, for the Term and solely for the purpose of performing the Project, a non-exclusive, non-transferable, royalty-free, revocable license, without the right to sublicense except to approved subcontractors, to use its Background IP made available for the Project.

Neither Party shall be obliged to make any Contribution beyond those specified herein or in the approved Project Plan. Any additional Contribution shall require the written agreement of both Parties and shall be recorded in the Contribution Ledger.

If the Collaborating Party fails to make any Contribution when due and does not remedy such failure within [number] days after written notice, then, without limiting any other remedy, (i) its proportionate share under Section 6 shall be adjusted to reflect its actual Contributions, and (ii) interest shall accrue on any overdue cash amount at the rate of [rate] per annum from the due date until payment.

Each Party shall retain title to the tangible assets, equipment and materials it contributes, which shall be returned to it upon termination or expiry in accordance with Section 14, subject to ordinary wear and tear.

Project Costs shall be borne by the Parties in proportion to the value of their respective Contributions as recorded in the Contribution Ledger (each Party's "Proportionate Share"), calculated as the value of that Party's Contributions divided by the aggregate value of the Contributions of both Parties.

Net Revenue shall be shared by the Parties in accordance with their respective Proportionate Shares, as adjusted from time to time to reflect additional Contributions recorded in the Contribution Ledger. Any adjustment shall apply prospectively only from the date of recording.

The Lead Collaborator shall be entitled, but not obliged, to invoice and collect revenues from the commercialization of Project Deliverables. Where a Party receives revenue that is shared hereunder, it shall hold the share of the other Party for the benefit of the other Party and account for it as provided in this Section.

Within [number] days after the end of each [calendar quarter], the Lead Collaborator shall deliver a statement setting out Net Revenue received, Project Costs incurred, and the amounts due to each Party. Any payment due to a Party shall be made within [number] days after delivery of such statement.

Any amount not paid when due shall bear interest at the rate of [rate] per annum, accruing daily, until paid in full. The Lead Collaborator may set off amounts owed to it by the Collaborating Party under this Agreement against amounts payable to the Collaborating Party.

Each Party shall be responsible for its own taxes arising from its receipt of revenue and from its income. Where any withholding is required by applicable law, the paying Party may withhold and remit such amount and shall furnish evidence thereof, and the amount withheld shall be treated as paid to the recipient. Any sales, value-added or similar transaction taxes shall be borne by the Party on whom the law imposes them.

Project Costs exceeding the approved budget in the Project Plan by more than [percentage] percent shall require the prior approval of the Steering Committee, failing which the Party incurring the excess cost shall bear it, except for emergency expenditures reasonably necessary to prevent loss or damage, which the Lead Collaborator may incur and report promptly.

The Lead Collaborator shall maintain complete and accurate books and records of all Contributions, Project Costs, revenues and other financial matters relating to the Project, in accordance with [accounting standards], and shall retain such records for at least [number] years after the end of the Term.

The Lead Collaborator shall provide the Collaborating Party with the periodic statements required under Section 6 and with a written progress and financial report at least [frequency], including a summary of activities, milestones achieved, the Contribution Ledger and a comparison of actual to budgeted costs.

The Collaborating Party shall maintain accurate records of its Contributions and any costs it incurs for the Project and shall submit to the Lead Collaborator, within [number] days after the end of each [period], a written report with reasonable supporting documentation.

The Collaborating Party may, upon not less than [number] days' prior written notice and not more than once in any 12-month period, audit the Lead Collaborator's relevant records, at its own expense, during normal business hours, through an independent accountant bound by confidentiality obligations, in a manner that does not unreasonably interfere with the Lead Collaborator's business.

The Lead Collaborator may audit the relevant records of the Collaborating Party upon reasonable notice and at any time during the Term and for [number] months thereafter, where it has a reasonable basis to verify the Collaborating Party's Contributions, costs or reports.

If an audit reveals an underpayment or overpayment, the responsible Party shall pay the difference within [number] days after receipt of the audit report. If an audit reveals a discrepancy exceeding [percentage] percent to the detriment of the auditing Party, the audited Party shall also reimburse the reasonable costs of the audit.

Information obtained in an audit shall constitute Confidential Information of the audited Party and shall be used solely to verify compliance with this Agreement.

Each Party retains all right, title and interest in and to its Background IP. Except for the licenses expressly granted herein, nothing in this Agreement transfers or assigns any Background IP, and all rights not expressly granted are reserved.

All Project IP shall be owned solely and exclusively by the Lead Collaborator (the "Owner") from the moment of its creation, irrespective of which Party created it. To the extent that any Project IP vests in the Collaborating Party, the Collaborating Party hereby irrevocably assigns, and agrees to assign, all of its right, title and interest in such Project IP to the Lead Collaborator, and waives, to the extent permitted by law, any moral rights therein.

The Collaborating Party shall (i) promptly disclose all Project IP to the Lead Collaborator, (ii) execute all documents and take all actions reasonably requested by the Lead Collaborator, at the Lead Collaborator's expense, to perfect, register, maintain and enforce the Owner's rights, and (iii) procure that its employees and subcontractors have executed the written assignments necessary to give effect to this Section. The Collaborating Party hereby appoints the Lead Collaborator as its attorney-in-fact for the limited purpose of executing such documents if the Collaborating Party fails to do so within [number] days after request.

The Lead Collaborator hereby grants to the Collaborating Party, for the Term, a non-exclusive, non-transferable, non-sublicensable (except to approved subcontractors), [royalty-free / royalty-bearing] license to use the Project IP solely for the purpose of performing the Project and, where agreed by the Steering Committee, to exploit the Project Deliverables in [field of use] and in [territory], subject to the revenue sharing set forth in Section 6.

The Collaborating Party hereby grants to the Lead Collaborator a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license, with the right to sublicense through multiple tiers, to use any Background IP of the Collaborating Party that is incorporated into or necessary for the use or exploitation of the Project IP or Project Deliverables, to the extent necessary to exploit the Project IP and Project Deliverables.

The Lead Collaborator shall have the sole right, but not the obligation, to prosecute, maintain, enforce and defend the Project IP, at its own cost and for its own benefit, except that recoveries attributable to the commercialization of Project Deliverables shall be treated as Net Revenue to the extent provided in Section 6. The Collaborating Party shall provide reasonable assistance at the Lead Collaborator's expense.

Upon termination or expiry of this Agreement, the licenses granted to the Collaborating Party under this Section shall terminate, except as expressly provided in Section 14, and the Collaborating Party shall cease all use of the Project IP.

Neither Party shall use the other Party's names, logos or trademarks without prior written consent, except as required to perform the Project or as required by law.

Each Receiving Party shall hold the Disclosing Party's Confidential Information in strict confidence, shall use it solely for the purposes of the Project and the performance of this Agreement, and shall protect it using at least the same degree of care it applies to its own confidential information of a similar nature, and in no event less than reasonable care.

The Receiving Party may disclose Confidential Information only to those of its and its Affiliates' directors, employees, advisors, financiers and approved subcontractors who have a need to know for the purposes of the Project and who are bound by written or professional obligations of confidentiality no less protective than those herein. The Receiving Party shall be liable for any breach of this Section by such persons.

The obligations in this Section shall not apply to information that the Receiving Party can demonstrate by written records (i) is or becomes publicly available other than through breach of this Agreement, (ii) was lawfully known to it before disclosure without restriction, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of or reference to the Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, court order or regulatory authority, provided it gives the Disclosing Party prompt prior written notice where lawful, cooperates in seeking protective measures, and discloses only the portion legally required.

Notwithstanding the foregoing, Confidential Information relating to Project IP shall be deemed the Confidential Information of the Lead Collaborator, and the Collaborating Party shall not use or disclose such information except as permitted by this Agreement.

Upon request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify such destruction in writing, except for copies required to be retained by law or contained in routine electronic backups, which shall remain subject to this Section.

The obligations under this Section shall survive for a period of [number] years after the termination of this Agreement, and, with respect to trade secrets, for so long as such information remains a trade secret. Each Party acknowledges that breach of this Section may cause irreparable harm for which damages would be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief without the need to post bond, in addition to other remedies.

During the Term, neither Party shall, directly or through any Affiliate, engage in, invest in, or collaborate with any third party on any project, product or service that is substantially similar to or directly competitive with the Project within [field of activity] and [territory] (a "Competing Activity"), without the prior written consent of the other Party.

The restrictions in this Section shall not prohibit either Party from (i) continuing its existing business activities disclosed in writing to the other Party prior to the Effective Date and listed in [description of permitted existing activities], (ii) holding passive investments of less than [percentage] percent of the shares of a publicly traded company, or (iii) conducting activities unrelated to the Project.

Each Party shall promptly notify the other Party in writing if it becomes aware of a potential Competing Activity involving it or its Affiliates and shall, within [number] days, either discontinue the Competing Activity or seek the other Party's written consent.

Each Party shall cause its Affiliates, and shall use reasonable efforts to cause its personnel directly engaged in the Project, to comply with this Section.

For a period of [number] months after the termination of this Agreement, neither Party shall solicit for employment any employee or individual contractor of the other Party who was materially involved in the Project, except through general advertisements not targeted at such persons.

The Parties acknowledge that the restrictions in this Section are reasonable in scope, duration and geography and are necessary to protect the legitimate interests of the Parties in the Project. If any restriction is found unenforceable, it shall be enforced to the maximum extent permissible, and the Parties agree that the court or tribunal may modify such restriction accordingly.

Each Party represents and warrants to the other Party, as of the Effective Date and throughout the Term, that (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) it has full power and authority to enter into and perform this Agreement, (iii) this Agreement constitutes its legal, valid and binding obligation, and (iv) its execution and performance of this Agreement do not conflict with its constitutional documents, any agreement binding on it or any applicable law.

Each Party represents and warrants that it holds, and shall maintain throughout the Term, all licenses, permits and approvals necessary to perform its obligations under this Agreement.

The Collaborating Party further represents and warrants that (i) it owns or has the right to use and license all Background IP and other materials it contributes to the Project, (ii) the use of such Background IP and materials as contemplated herein does not and will not infringe, misappropriate or violate the rights of any third party, and (iii) there is no pending or threatened claim, litigation or proceeding that would adversely affect its ability to perform this Agreement.

The Collaborating Party further represents and warrants that all Project Deliverables and other work produced by it shall be original, shall be performed in a professional manner by suitably qualified personnel, and shall be free from material defects and from any third-party or open-source components that would impose obligations on the Project IP, unless approved in writing by the Lead Collaborator.

The Lead Collaborator represents and warrants that it has the right to contribute and license its Background IP as contemplated herein, to its knowledge as of the Effective Date.

Each Party represents and warrants that it and its personnel shall comply with all applicable anti-bribery, anti-corruption, sanctions, export control, data protection and trade laws in connection with the Project.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND THE LEAD COLLABORATOR SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE COMMERCIAL SUCCESS OF THE PROJECT OR THE PROJECT DELIVERABLES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THEIR POSSIBILITY.

Subject to the following clause, the aggregate liability of the Lead Collaborator arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the lesser of (i) the amounts actually received by the Lead Collaborator from the Collaborating Party under this Agreement during the 12 months preceding the event giving rise to the claim and (ii) [amount].

The limitations and exclusions in this Section shall not apply to (i) a Party's liability for fraud, gross negligence or willful misconduct, (ii) liability that cannot be limited under applicable law, (iii) the Collaborating Party's breach of Section 8, Section 9 or Section 10, or (iv) the indemnification obligations of the Collaborating Party under this Section in respect of third-party claims.

The Collaborating Party shall defend, indemnify and hold harmless the Lead Collaborator, its Affiliates and their respective directors, officers, employees and agents from and against any and all third-party claims, and resulting losses, damages, liabilities, costs and expenses (including reasonable legal fees), arising out of or relating to (i) any breach by the Collaborating Party of its representations, warranties or obligations under this Agreement, (ii) any allegation that the Collaborating Party's Background IP or Contributions infringe or misappropriate third-party rights, (iii) the negligence or willful misconduct of the Collaborating Party or its personnel or subcontractors, or (iv) any violation of applicable law by the Collaborating Party.

The Lead Collaborator shall indemnify the Collaborating Party against third-party claims to the extent finally determined to have arisen from the Lead Collaborator's gross negligence or willful misconduct in the performance of this Agreement, subject to the limitations of this Section.

The indemnified Party shall (i) give prompt written notice of any claim, provided that delay shall relieve the indemnifying Party only to the extent it is materially prejudiced, (ii) permit the indemnifying Party to control the defense and settlement, provided that no settlement imposing liability or admission on the indemnified Party may be made without its consent, not to be unreasonably withheld, and (iii) provide reasonable cooperation at the indemnifying Party's expense.

Each Party shall maintain, throughout the Term and for [number] years thereafter, insurance coverage of the types and in the amounts customary for its business and the nature of the Project, including [types of insurance], and shall furnish evidence thereof upon request.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an indefinite period until terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience at any time by giving the other Party not less than [number] days' prior written notice, provided that where the Collaborating Party gives such notice, it shall continue to perform its obligations and make its Contributions due through the effective date of termination.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [number] days after receipt of written notice specifying the breach and requiring its remedy.

The Lead Collaborator may terminate this Agreement with immediate effect upon written notice if (i) the Collaborating Party breaches Section 8, Section 9 or Section 10, (ii) the Collaborating Party undergoes a change of control without the Lead Collaborator's prior written consent, or (iii) the Collaborating Party fails to make any Contribution within [number] days after its due date.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, makes an assignment for the benefit of creditors, has a receiver, administrator or similar officer appointed over its assets, or becomes subject to any bankruptcy, liquidation, dissolution or similar proceeding that is not dismissed within [number] days.

Either Party may terminate this Agreement upon written notice if a Force Majeure Event, as defined in Section 15, continues for more than [number] consecutive days.

The termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination.

Upon the effective date of termination, each Party shall promptly cease all activities under the Project Plan, except those that the Lead Collaborator reasonably directs to be completed in order to wind down the Project in an orderly manner, to preserve value or to protect work in progress.

Within [number] days after the effective date of termination, the Lead Collaborator shall deliver a final statement of Contributions, Project Costs and Net Revenue received to date, and the Parties shall settle all amounts due in accordance with their Proportionate Shares, with payment within [number] days after delivery of such statement. Net Revenue received after termination from the exploitation of Project Deliverables created prior to termination shall continue to be shared in accordance with Section 6 for [period].

All Project IP shall remain the sole property of the Lead Collaborator. The Collaborating Party shall, within [number] days after termination, deliver to the Lead Collaborator all Project IP, Project Deliverables, work in progress, documentation and data in its possession or control, in a usable form.

Upon termination, all licenses granted by the Lead Collaborator to the Collaborating Party shall terminate automatically. Where the Collaborating Party has not been in material breach and the Lead Collaborator elects to continue to exploit the Project Deliverables incorporating the Collaborating Party's Background IP, the license granted by the Collaborating Party under Section 8 shall continue in accordance with its terms.

Each Party shall return to the other Party its tangible assets, equipment, materials and Background IP, and the Confidential Information of the other Party in accordance with Section 9.

Each Party shall bear its own costs of termination. Where this Agreement is terminated by the Lead Collaborator for the Collaborating Party's breach, or by the Collaborating Party for convenience, the Collaborating Party shall reimburse the Lead Collaborator for the reasonable, documented wind-down costs and non-cancellable commitments properly incurred in connection with the Project.

Termination or expiry shall not affect any provision that by its nature is intended to survive, including Sections 1, 8, 9, 10 (as to the non-solicitation clause), 12, 14, 16 and 17.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, which could not have been prevented by reasonable diligence, including acts of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, governmental actions or embargoes, widespread failure of public utilities or telecommunications, and labor disputes other than those involving the affected Party's own personnel.

A Party affected by a Force Majeure Event shall not be in breach of this Agreement, nor liable for any delay or failure in performance, to the extent that such delay or failure results from the Force Majeure Event, provided that it complies with this Section.

The affected Party shall (i) notify the other Party in writing within [number] days after the commencement of the Force Majeure Event, describing its nature, expected duration and the obligations affected, (ii) use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable, and (iii) keep the other Party informed.

A Force Majeure Event shall not excuse any obligation to pay money that has become due, nor shall it excuse the failure of a Party to comply with Section 9, nor shall it include the lack of funds or changes in market conditions.

Where a Force Majeure Event affects the Collaborating Party, the Lead Collaborator may, during its continuance, suspend the Collaborating Party's tasks and reallocate them to itself or to a third party, and the Proportionate Shares of the Parties shall be adjusted accordingly.

If a Force Majeure Event continues for more than the period stated in Section 13, either Party may terminate this Agreement in accordance with that Section without liability for such termination.

This Agreement and any dispute or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, breach or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute through good faith negotiations. Either Party may initiate such negotiations by written notice (a "Dispute Notice") describing the dispute, whereupon the Parties shall refer it to the Steering Committee, and, if unresolved within [number] days, to senior executives of each Party, who shall meet within [number] days.

If the dispute is not resolved within [number] days after the Dispute Notice, the Parties shall attempt in good faith to resolve it by mediation administered by [mediation institution], before commencing arbitration or litigation, unless a Party seeks urgent interim relief.

Any dispute not resolved by mediation within [number] days after the commencement of mediation shall be finally settled by binding arbitration under the rules of [arbitration institution]. The tribunal shall consist of [one / three] arbitrator(s), the seat of arbitration shall be [city, jurisdiction], and the language of the arbitration shall be English.

The award of the arbitral tribunal shall be final and binding on the Parties, and judgment on it may be entered and enforced in any court having jurisdiction. The tribunal may award the prevailing Party its reasonable legal fees and costs of the arbitration.

Notwithstanding the foregoing, either Party may at any time seek injunctive or other equitable or interim relief from the courts of [jurisdiction of courts], which shall have non-exclusive jurisdiction for such purpose, in particular for the protection of Intellectual Property Rights and Confidential Information, and the Lead Collaborator may bring any action to enforce payment obligations or to protect Project IP in any court of competent jurisdiction.

The existence and content of any dispute resolution proceedings, and any award or settlement, shall be Confidential Information of both Parties. Each Party shall continue to perform its obligations under this Agreement pending resolution of any dispute, unless this Agreement has been terminated.

This Agreement, including its Sections, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, understandings, proposals and agreements, whether oral or written, relating thereto.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, except that the Project Plan may be amended by the Steering Committee as provided in Section 3. No failure or delay in exercising any right shall operate as a waiver thereof.

The Collaborating Party may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the prior written consent of the Lead Collaborator. The Lead Collaborator may assign this Agreement, in whole or in part, to an Affiliate or to a successor to all or substantially all of its relevant business or assets upon written notice. This Agreement shall bind and benefit the Parties and their permitted successors and assigns.

All notices under this Agreement shall be in writing and delivered by hand, recognized international courier, or email with confirmation of transmission, to the addresses set out on the signature page of this Agreement, or to such other address as a Party may notify. Notices shall be deemed received upon delivery if by hand or courier, or on the next business day after transmission if by email.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a valid replacement provision that most closely achieves the original intent.

Except as provided in Section 12 with respect to indemnified persons, this Agreement is made solely for the benefit of the Parties, and no third party shall have any right to enforce any of its terms.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. Neither Party shall make any public announcement concerning this Agreement without the prior written consent of the other Party, except as required by law.

This Agreement may be executed in any number of counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.