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1. Parties: Identification of all parties to the agreement, including full legal names and registered addresses
2. Background: Context of the proposed partnership and the parties' intentions to explore collaboration opportunities
3. Definitions: Key terms used throughout the agreement
4. Non-Binding Nature: Clear statement that the agreement is not legally binding and represents only intentions of the parties
5. Purpose and Objectives: Outlined goals and intended outcomes of the proposed partnership
6. Proposed Roles and Responsibilities: General description of each party's anticipated contributions and roles
7. Resource Contributions: Outline of proposed financial, physical, or human resources each party may contribute
8. Confidentiality: Terms regarding the protection of confidential information shared during discussions
9. Duration and Termination: Proposed timeframe for partnership discussions and how parties may withdraw
10. Communication: Framework for how parties will communicate and make decisions during the partnership exploration phase
11. Good Faith: Statement of parties' commitment to act in good faith during discussions
1. Intellectual Property: Provisions regarding ownership and use of IP during discussions, used when parties anticipate sharing proprietary information
2. Exclusivity: Optional period of exclusivity in partnership discussions, used when parties want to prevent parallel negotiations with others
3. Costs and Expenses: Agreement on how costs during the discussion phase will be handled, used when significant expenses are anticipated
4. Publicity: Guidelines for public announcements or communications about the potential partnership, used for high-profile collaborations
5. Dispute Resolution: Framework for resolving disagreements, used in complex partnership discussions
6. Future Binding Agreement: Outline of process for moving toward a binding agreement, used when parties have clear intention to formalize partnership
7. Regulatory Compliance: Specific regulatory considerations, used in heavily regulated industries
1. Schedule 1 - Business Plan Overview: High-level outline of proposed business activities and strategic objectives
2. Schedule 2 - Resource Allocation: Detailed breakdown of proposed resource contributions from each party
3. Schedule 3 - Timeline: Proposed timeline for partnership discussion phase and potential implementation
4. Schedule 4 - Key Personnel: List of key contacts and their roles in the partnership discussion phase
5. Appendix A - Initial Project Scope: Detailed description of initial projects or activities being considered
6. Appendix B - Due Diligence Requirements: List of information and documents required for due diligence process
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