Co-operation agreement on development and innovation

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Between

[Name, Address, Tel., CPR/CVR no.]

hereinafter referred to as Party A
and

[Name, Address, Tel., CPR/CVR no.]

hereinafter referred to as Party B

[Opportunity to add additional parties, depending on the number of participants in the Project.]

the following Co-operation Agreement has been entered into on this date.

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1. PURPOSE

The purpose of this Co-operation Agreement is for the Parties to jointly co-operate on

[A brief description of the purpose of the agreement is given here]

This shall refer to a voluntary co-operation between the Parties as individual companies and not as a joint company, joint venture or other legal entity.

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2. DEFINITIONS

[The parties insert relevant definitions]

Background rights mean all Confidential Information and intellectual property rights that a Party possesses or several Parties possess, which are not Foreground Rights, and which the Parties have informed each other of, or which shall wholly or in part be made available with regard to the execution of the Project.

Foreground rights mean all Confidential Information and intellectual property rights arising for the first time in connection with the execution of the Project, regardless of how the information and/or rights in question arise.

Confidential Information means all information that is passed on by (or on behalf of) one Party to the other Parties in relation to the Project and which is marked “confidential” or which, due to its nature and/or content can reasonably be considered to be confidential. This does not include information that was already in the public domain when it was received (without this being attributable to the recipient’s actions) or which was passed on legally to the recipient by a third party.

Party or Parties means the participants who, by signing this agreement, have committed to participate in the Cooperation Agreement.

The Product means [The parties insert a brief description of the product]

Project Manager means the physical person or company authorised to implement the decisions the Parties shall take.

The Project means the activity/activities that are designed to develop and distribute the Product.

The Cooperation Agreement means this agreement, including its Appendices.

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3. PROJECT MANAGER

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The Parties shall appoint one physical person or one company to fulfil the role of Project Manager.

The Project Manager is [insert name of person or company]

The Project Manager shall implement the decisions taken by the Parties and shall be responsible for the progress of the Project, including taking the necessary precautions to ensure the Parties’ cooperate in the best possible way. Among other things, the Pro-ject Manager’s duties include arranging meetings, keeping minutes of meetings, coor-dinating deliveries, handling notifications of breaches and ensuring that the Parties are informed of the ongoing development.

The Project Manager cannot impose financial or other obligations on the Parties that require consent from all Parties, cf. Section 4.


The Project Manager may only be replaced with the consent of all Parties to the Cooperation Agreement.

Help 4. DECISION-MAKING PROCEDURE

All decisions concerning the Project must be made unanimously between the Parties and all tasks significant to the Project must fall within the agreed budgetary limits, cf. Appendix C and Section 7.

A Party may not enter into an agreement with a third party that is binding on the other Parties, unless specifically agreed otherwise.

The Parties may authorise the Project Manager, cf. Section 3, to implement the decisions the Parties have taken.

Help 5. THE PARTIES’ LOYALTY OBLIGATIONS

The Parties undertake to act in good faith towards each other during the term of the Cooperation Agreement and after its expiry.

The Parties also undertake to contribute in good faith to the fulfilment of the Cooperation Agreement and use all reasonable resources to carry out the Project in accordance with the Appendices prepared by the Parties, cf. Appendices A–C.

The Parties undertake to provide the other Parties with notification of circumstances that could have a significant bearing on the Project without undue delay, including delays or other complications which may result in the execution of the Project incurring additional costs. This may, for example, involve capacity problems, liquidity problems or the termination of employment of key employees.

Help 6. THE PARTIES’ DELIVERY OBLIGATIONS

6.1 General

The Parties shall jointly prepare a project plan (cf. Appendix A), a phased schedule (cf. Appendix B) and a budget (cf. Appendix C), which shall be regulated for [insert period]. All changes in the Appendices require agreement between the Parties; including postponement of the schedule, cf. Appendix B.

Immediately prior to the commencement of a new period, or in the event of considerable changes to the Co-operation Agreement, including the withdrawal of a Party, the Parties shall make an evaluation and detailed plan of the schedule (Appendix B) and the budget (Appendix C), including prioritising the delivery obligations in the forthcoming period.

This may take place in writing or by arranging a meeting. The Project Manager, cf. Section 3, shall prepare the minutes, which are then sent to all Parties. The Parties have five (5) working days after receiving the minutes to raise any objections as they will otherwise be deemed approved for the duration of the Co-operation Agreement.

6.2 Project plan

The Project Plan (Appendix A) contains a description of the specific contribution each Party makes to the Project.

Each Party undertakes to deliver its part of the Project, make the financial contribution or make available the assets and rights for which the Party in question has undertaken responsibility. The implementation of this comprises all obligations that are necessary to implement the part of the Project that is assigned to the Party in question in accordance with Appendix A.

6.3 Schedule

The Schedule (Appendix B) contains a description of when each Party shall make its contribution to the Project, including whether this contribution is subject to the other Parties first making their contribution or parts thereof.

The Parties shall carry out their obligations within the deadlines specified in Appendix B and with consideration to the other Parties’ ability to carry out their part of the Project so that the entire Project is carried out efficiently and within the time frames specified in Appendix B.

In every respect, it is the individual Party’s responsibility to ensure that the estimates in the schedule are appropriate.

6.4 Budget

The Budget (Appendix C) contains the financial framework for the Project and covers [insert period], cf. Section 7. The budget shall be approved after the decision-making procedure in Section 4 and shall be signed by all Parties no later than [insert date].

If the budget agreed between the Parties cannot be maintained, and this is not due to errors or negligence on the part of the Parties, the Parties shall jointly carry out a rePage 7/21 assessment of the Project and the costs associated with completing the Project. The Parties shall decide after this whether the Project will continue with an additional workload, a higher financial contribution, etc., or will cease for the reasons specified, cf. Section 6.1.

Help 7. FINANCIAL OBLIGATIONS

Each Party will pay all costs associated with the implementation of the part of the Project for which it is responsible according to Appendix A.

Costs that cannot be attributed to the implementation of the work, which appear in Appendix A, are regarded as joint costs as far as is expressly stated in Appendix C. Such costs are divided equally between the Parties unless otherwise specified in Appendix C.

In relation to third parties, the Parties shall be directly, severally and personally liable for the joint costs.

The financial transactions for the Project shall remain within the limits described in the Parties’ budget, and each Party is obliged to provide the other Parties with relevant information and knowledge of accounting material, invoices, etc., related to spending and revenues for the Project.

8. RIGHTS

8.1 Background Rights

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Each Party retains its ownership of intellectual property rights that are included in the Background rights.

Each Party shall provide the other Parties with a free-of-charge, non-exclusive, nontransferable right to use the Party’s Background rights as far as this is necessary to carry out the Project.

Each Party shall also provide the other Parties with a non-exclusive and nontransferable right to subsequently use the Party’s Background rights as far as the rights in question are included in the Project. The terms and conditions of this shall be agreed in writing between the Parties.


The individual Party shall declare that it is the rights holder of the Background right included in the Project that the Party is not aware of others who have rights to it, and that the Background right may be used as specified above.

8.2 Foreground Rights

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8.2.1 Right to Foreground rights during the Project

For the duration of the Project, the Parties assume joint ownership of all intellectual property rights that are included in the Foreground rights. The Parties shall decide jointly how the Confidential Information included in the Foreground rights shall be used.

Any guidance during the course of the Project, including publication of the Foreground rights, commercial exploitation and transfer to a third party, require the consent of all Parties.

8.2.2 Right to Foreground rights after the Project’s completion

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After the Project’s completion, the Parties have joint ownership of all intellectual property rights that are included in the Foreground rights. The Parties shall decide jointly how the Confidential Information included in the Foreground rights shall be used.

Any guidance, including publication of the Foreground rights, commercial exploitation and transfer to a third party, require the consent of all Parties, cf. Section 4.

Help 9. PROTECTION OF RIGHTS

The Parties shall jointly decide whether a patent or other intellectual property protection of Foreground rights needs to be applied for or maintained during the course of the Project.

If the Parties decide to apply for or maintain a patent or other intellectual property protection of a Foreground right, the costs for this will be incorporated into the Parties’ budget, cf. Appendix C. The costs associated with the application or maintenance are divided equally between the Parties.

Help 10. EMPLOYEES

Each Party undertakes to ensure that employees and subcontractors transfer the necessary Background and Foreground rights to the Party in question so that the Party is able to make the rights available free-of-charge to other Parties to the extent specified in the Co-operation Agreement.

In the interest of continuity and quality, the Parties shall avoid changing employees insofar as possible.

They key employees referred to in Appendix A may only be replaced with the consent of the other Parties, cf. Section 4, unless the replacement is due to a change in the employees’ personal circumstances, including termination of employment or similar.

In this case, the Party making a replacement shall make a new employee available within [insert number of days/weeks/months]. The replacement must not result in the other Parties incurring additional costs, and the new employee should have at least equivalent qualifications.

Help 11. JOINT ENFORCEMENT OF RIGHTS

Should a Party become aware that a third party is infringing the Foreground Right, the Party must inform the other Parties of this forthwith. The Parties shall then decide jointly, cf. Section 4, whether they intend to raise an objection to the infringement.

If the Parties decide to object to a third party infringement of a Foreground Right, they must agree which of the Parties will proceed with the case on behalf of all Parties. Any costs and revenue associated with conducting the case will be divided equally between the Parties cf. Appendix C.

Help 12. BREACH OF CONTRACT

12.1 Corrective action

Where a Party produces an inadequate performance, cf. Appendix A, or does not deliver on time, cf. Appendix B, the other Parties may issue the Party in question a deadline of [insert] days, within which the Party must have fulfilled its obligations.

If the Party in question has not taken appropriate corrective action before the deadline, the other Parties are entitled to carry out corrective action on behalf of the breaching Party.

12.2 Termination

The Parties may terminate the Co-operation Agreement on behalf of a Party if that Party is guilty of materially breaching the agreement and no appropriate corrective action has been taken in accordance with Section 13.1.

The decision to terminate the Co-operation Agreement on behalf of the breaching Party requires consent from all other Parties, cf. Section 4.

Material breach shall include, among other things, the following conditions, which by no means constitute an exhaustive list:

- Significant and repeated breaches of a Party’s delivery obligations, including deficiencies, cf. Appendix A.

- Significant or repeated delays with regard to maintaining the agreed schedule cf. Appendix B.

- Significant repeated breaches of obligations in relation to the budget cf. Appendix C.

- Infringement of the provisions on competition and confidentiality, cf. Section 12 and Section 17.

- If one of the Parties has filed for bankruptcy or begun restructuring to the extent this is not prevented by the rules of the Danish Bankruptcy Act.

[The Parties shall themselves insert any additional conditions that are to be regarded as a material breach.]

Help 13. COMPENSATION

The Parties are obliged to pay compensation to each other for losses that are incurred as a consequence of compliance with the Co-operation Agreement, under the general rules of Danish law. The Parties are in no way liable for operating losses, consequential damages or other indirect losses unless the loss can be attributed to the gross negligence or wilful intent of the Party responsible for the loss.

Except in cases of gross negligence or wilful actions, a Party’s duty to pay compensation is limited to a maximum of [insert amount].

Help 14. INSURANCE

Each of the Parties must maintain a general liability insurance policy for the entire duration of the Co-operation Agreement from a recognised insurance company with liability cover of at least DKK [insert million]. The insurance policy must cover any form of damage that a Party may cause while implementing tasks covered by the Co-operation Agreement, including towards third parties.

A Party must be able to document that it has fulfilled this requirement, where requested.

Help 15. CONDITIONS FOR TERMINATING THE PROJECT

15.1 General

At the end of the Co-operation Agreement, each Party shall take out the specific contribution that the Party in question has made to the Project; cf. Appendix A, as far as this is possible.

If the Co-operation Agreement is terminated prematurely due to one or several breaching Parties, or is terminated by one or several Parties, each of the other Parties is entitled to withdraw from the Co-operation Agreement. In this case, termination must take place in writing by providing notice of [insert number] months to the end of a calendar month. Withdrawal by the other Parties is performed in accordance with Section 16.2.

The Parties shall be directly, severally and personally liable for any deficit.

15.2 Withdrawal in the event of termination

If a Party terminates the Co-operation Agreement, cf. Section 19, the Party in question shall cease being part of the Project while the Co-operation Agreement shall remain in relation to the other Parties. The withdrawing Party is obliged to contribute loyally to ensuring that the other Parties can complete the Project as planned.

The withdrawing Party shall pay compensation to the other Parties for the documented additional costs resulting from the withdrawal of the Party.

The other Parties shall continue to have right of use of the withdrawing Party’s Background Rights as far as this is necessary to carry out the Project, cf. Section 8.1. The terms and conditions of use shall be agreed in writing between the Parties.

A Party’s withdrawal does not change the other Parties’ right to Foreground Rights, cf. Section 8.2.1.

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Foreground Rights produced during the Project shall subsequently belong to the other Parties jointly. The withdrawing Party has no rights to these.

When withdrawing, the withdrawing Party shall pay its share of the costs and receive its share of the income generated in accordance with Appendix C until the date of withdrawal.

The withdrawing Party subsequently has no rights to Foreground Rights that are produced after the Party’s withdrawal, while at the same time the withdrawing Party has no financial obligations associated with these.

The withdrawing Party shall comply with the provisions in Section 12.

15.3 Withdrawal in the event of termination

If the Co-operation Agreement is terminated on behalf of a Party, cf. Section 13.2, the Party in question shall cease being part of the Project while the Co-operation Agreement shall remain in relation to the other Parties. The withdrawing Party is obliged to contribute loyally to ensuring that the other Parties can complete the Project as planned.

The breaching Party must as far as possible contributes to ensure that agreements with subcontractors are transferred to the other Parties that are still part of the Co-operation Agreement.

In the event of a breach, the other Parties retain the right of use of the withdrawing Party’s Background Rights as far as this is necessary to carry out the Project, cf. Section 8.1.


Foreground Rights, arising during the Project, shall belong to the other Parties jointly, while the withdrawing Party’s right to the Foreground Rights shall expire.

Help 16. ENTRY

In the event of a Party withdrawing from the Co-operation Agreement in accordance with Section 16, or in other instances where such a need arises, the other Parties may decide, cf. Section 4, to allow a new Party to enter into the Co-operation Agreement. Changes to the Co-operation Agreement and its Appendices that may be necessary as a result of the new Party’s entry must be approved by the other Parties, cf. Section 4.

The Co-operation Agreement must be signed by the entering Party.

Rights produced by the original Parties after the Project start but before the entry of the new Party, shall be regarded as far as the new Party is concerned as Background rights, cf. Section 8.1.

Help 17. CONFIDENTIALITY

The Parties must not forward Confidential Information to third parties (including subcontractors), unless this is necessary as a result of the implementation of the part of the Project which is assigned to the Party, as specified in Appendix A. In this case, the other Parties must be informed of this in advance.

In this case, the Parties shall instruct third parties (including subcontractors) not to pass on Confidential Information.

The Parties must not use Confidential Information in contexts other than the fulfilment of the part of the Project which is assigned to them, as specified in Appendix A.

The duty of confidentiality shall apply for [insert number] years after the Co-operation Agreement has ended.

Help 18. AGREEMENT PERIOD AND NOTICE OF TERMINATION

This Co-operation Agreement shall expiry without notice on [insert date].

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If the budget, cf. Appendix C, cannot be maintained or there is a clear presumption that the Project is not technically or commercially feasible, either of the Parties may give notice of termination of the Co-operation Agreement.

Notice of termination of the Co-operation Agreement must take place with a written notice period of at least [insert number] months to the end of a calendar month. The Parties are obliged to continue to remain loyal to the Project until the expiry of the notice period.

The terms for withdrawal from the Co-operation Agreement are regulated in Section 16

Help 19. LEGAL VENUE

In the event of a disagreement between the Parties in connection with the Co-operation Agreement, the Parties shall open negotiations with a positive, cooperative and responsible attitude with a view to resolving the dispute. If necessary, attempts shall be made to take the negotiations to a higher level within the Parties’ organisations.

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Should it not be possible to resolve the dispute by means of negotiation, each Party is entitled to bring the case to the Danish Maritime and Commercial Court in Copenhagen as the legal venue in the first instance.

Help 20. APPLICABLE LAW

The Co-operation Agreement is subject to Danish law and, unless stated otherwise, the general rules of Danish law shall govern the relationship between the Parties.

The Danish rules on applicable law do not apply.

SIGNATURES

Date:

Place:

For Party A

Date:

Place:

For Party B

Date:

Place:

For Party C

Date:

Place:

For Party D


APPENDIX A
Project plan

a. The obligations of the individual Parties

[The individual Party’s contribution to the Project is described here, such as financial contributions, work performance, contribution to intellectual property rights, loans, purchase/transfer of physical assets and any special conditions for the Project, etc.:]

The contribution that [insert name of Party A] will make is:
 

The contribution that [insert name of Party B] will make is:
 

The contribution that [insert name of Party C] will make is:
 

b. Key employees

[If a Party makes a contribution in the form of key employees, a CV for each of the employees specified should be attached, stating their qualifications and experiences that are specifically relevant in relation to the Project. Each CV should be a maximum length of ½ side of A4.].

Key employees within [insert] are:
 

Key employees within [insert] are:
 

c. Statement of the individual Party’s share in the overall project

[The Parties’ contribution/investment is converted into share of ownership based on a distribution key set beforehand. The distribution key may, for example, be designed based on the hourly rate, meeting of milestones, investments in materials, prototypes, etc., as shown in Section a.

As the Project develops, the Parties can choose to adjust their share of ownership based on the distribution key, e.g. in the event of an entry/withdrawal, so that ongoing adaptation takes place.]

 


APPENDIX B
Schedule

The Project starts on [insert start date] and is expected to finish on [insert date].

[The Parties enter a realistic schedule here for the individual phases in the Project. Depending on the scale and duration of the Project, it may be practical to divide the solution of the Project into a series of milestones or phases that follow the budget in Appendix C]

Milestones: Dates: Comments
 
 
 
 
 
 
 
 


APPENDIX C
Budget plan

The budget is prepared as a total budget to include all charges and payment obligations, cf. Appendix A, including payroll costs, costs of materials, costs for premises, etc.

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