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1. Parties: Identification and details of the contracting parties, including registered addresses and company details
2. Background: Context of the collaboration and brief description of each party's business and objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Collaboration: General framework and principles of the collaboration
5. Duration and Termination: Term of the agreement, renewal provisions, and termination rights
6. Governance Structure: Management of the collaboration, including steering committee and decision-making processes
7. Financial Terms: General principles for cost sharing, pricing, and payment terms
8. Confidentiality: Protection of confidential information exchanged during the collaboration
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Force Majeure: Provisions for handling unforeseen circumstances
12. General Provisions: Standard legal clauses including notices, amendments, and assignment
13. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for dispute resolution
1. Data Protection: Detailed provisions for handling personal data, required if collaboration involves significant data sharing
2. Non-Competition: Restrictions on competitive activities, include if parties operate in similar markets
3. Insurance: Insurance requirements, include if collaboration involves significant operational risks
4. Personnel: Provisions regarding staff exchanges or shared resources, include if relevant to collaboration
5. Quality Standards: Quality requirements and standards, include for technical or manufacturing collaborations
6. Compliance: Specific regulatory compliance requirements, include for regulated industries
7. Marketing and Branding: Rules for joint marketing activities and brand usage, include if relevant
8. Environmental Standards: Environmental commitments and standards, include for environmentally sensitive operations
1. Schedule 1 - Service Levels: Detailed performance metrics and service level requirements
2. Schedule 2 - Pricing and Payment Terms: Detailed financial arrangements and pricing mechanisms
3. Schedule 3 - Governance Procedures: Detailed procedures for collaboration management and decision-making
4. Schedule 4 - Technical Specifications: Technical requirements and specifications for the collaboration
5. Schedule 5 - Contact Details: Key contact persons and communication protocols
6. Schedule 6 - Form of Project Agreement: Template for specific project agreements under the framework
7. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
8. Appendix B - Compliance Checklist: List of regulatory and compliance requirements
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