COLLABORATION AGREEMENT

by | Apr 14, 2023 | Samples legal papers

COLLABORATION AGREEMENT

This Collaboration Agreement, hereinafter referred to as “Agreement”, is entered into and made effective as of   ________________________ (the “Execution Date”) by and between the following Parties ____________________________________ (the “Collaborator”) and ____________________________ (the “Originator”)

RECITALS:

WHEREAS, the Parties desire to work together through a Collaboration (the “Collaboration”), as defined further below;

WHEREAS, the Parties wish to establish a written agreement between them covering the terms and conditions of their Collaboration,

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

  1. COLLABORATION

Subject to the terms and conditions of this Agreement, the Parties will work on the following Collaboration: Wakanda Coin/City of Wakanda- Smart City Cryptocurrency. The Collaborator shall bear the title “Co-Founder” upon reaching the set capital goal.

Nothing in this Agreement shall be construed to create employment, partnership, or other fiduciary relationship between the Parties.

  • CONSIDERATION
  • Initial Co-Founder Token Shares. BPB Global Enterprise shall send collaborator 50,000 OWC as a founding supporter.
  • Additional Token. If the Collaborator raises a capital amount of $ 170,000 USD, the amount the Collaborator raises will be the additional amount he will earn un “Token Shares”
  • Equity. Equity will only be given in the form of “Tokens”.
  • DUTIES AND OBLIGATIONS

The Collaborator’s duties are as follows:

  1.  
  2. TERM AND TERMINATION

This Collaboration will begin on the Execution Date and terminate automatically when the timeline or purpose has passed.

If the Collaboration must be terminated prior to completion, it may be in the following circumstances:

  1. If any party commits a material breach of any term of this Agreement that is not capable of being remedied within 14 days or that should have been remedied within 14 days after a written request and was not, the non-breaching Party may terminate this Agreement in writing.
  2. If any Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform, any other party may terminate this Agreement in writing and force termination of the Collaboration.
  3. INTELLECTUAL PROPERTY

In accordance with the terms and conditions of this Agreement, title and interest in and to intellectual property belonging to each of the Parties prior to this Collaboration, including, but not limited to, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property, registered or otherwise, shall remain with that Party throughout the duration of this Agreement and forever thereafter.

For any intellectual property created or developed as a result of this Collaboration, the Collaborator agrees to surrender such rights to Originator after the termination of this Agreement.

  • NO PARTNERSHIP

This provision of this Agreement clearly elaborates that the Parties to this Agreement are not creating a partnership as defined by state statute or by common law. Collaborators are collaborating on this single work, this agreement does not create a partnership relationship.

  • NO EMPLOYMENT RELATIONSHIP

Collaborator understands and agrees that his involvement in the project is only to the extent of support and any efforts made by the Collaborator and that his efforts and support is completely voluntary.

  • CONFIDENTIALITY
  • Protection of Information

The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.  

  • Injunctive Relief

Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.

  • Survival

This Section 8 will survive the termination or expiration of this Agreement.

  • THIRD PARTY LIABILITY

Each Party hereby agrees and acknowledges that their own liabilities, including debts and other financial obligations, shall remain their liabilities and shall not become the liabilities of any other Party.

  1. WARRANTIES AND REPRESENTATIONS

Collaborators represent and warrant to each other that: each is free to enter into this agreement; all contributions to the Work are original or all necessary permissions and releases have been obtained and paid for; and no intellectual property rights have been infringed upon or other laws violated. Each Collaborator agrees to indemnify the other(s) for any loss, liability or expense resulting from the actual breach of these warranties.

  1. DISPUTE RESOLUTION

The Parties agree that any dispute arising from this agreement shall be solved in good faith through negotiation between the Parties.

  1. GOVERNING LAW

This Agreement shall be governed in all respects by the laws of the state of __________________ and any applicable federal law. Both Parties consent to the jurisdiction under the state and federal courts within the State of _________________.

IN WITNESS WHEREOF, the Parties agree to be bound as follows:

Name: _____________________________

Signature: ________________________

Date: ________________________

Name: _______________________

Signature: ________________________

Date: ______________________

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