Collaboration Agreement

COLLABORATION AGREEMENT

This Collaboration Agreement hereinafter referred to as ("the Agreement") is entered and made effective this ________ (the "Effective Date")

BETWEEN

________, an individual of the following address:

________

AND

________, an individual of the following address:

________

(each party shall be referred to as the "Party" and collectively be referred to as the "Parties").

WHEREAS

The Collaborators desire to work together on the Project described in this Agreement, and they wish to create this Agreement to establish a framework containing terms of their transaction.

IN CONSIDERATION of the mutual covenants, promises and valuable consideration (the receipt of which is hereby acknowledged) the Parties hereby agree as follows:

1. THE COLLABORATION

Subject to the terms and conditions of this Agreement, the Parties have agreed to enter into a Collaboration to work on the following (the "Project")

________

2. DUTIES AND OBLIGATIONS OF THE PARTIES

For the effective organization of this Collaboration, the Parties shall have the following obligations:

a. ________:

________

b. ________:

________

3. CAPITAL CONTRIBUTION

Each Party shall make the following contribution:

a. ________: ₦________ (________)

b. ________: ₦________ (________)

All capital contributions shall be deposited fully on or before ________.

In addition to the above, the Parties may be called to make additional capital contribution in form of money, property or services as may be agreed by the Parties from time to time.

4. PROFIT DISTRIBUTION

The net profit generated from this Collaboration shall be distributed to Parties in equal shares.

The profit and losses will be distributed every month.

5. INTELLECTUAL PROPERTY

Each Party agrees that any intellectual property including but not limited to plans, drawings, reports, programmes, designs methodologies, and other intellectual property, developed, made, or discovered by the Party before or during the formation of the Collaboration, and during the course of performing the Party's duties, shall be remain the property of that Party.

The Parties agree that all proprietary rights, title, and interest in any intellectual property, including copyrights, patents, trademarks, and other intellectual property developed during this Agreement shall be jointly owned by all the Parties to this Agreement.

6. NON-COMPETITION AND NON-SOLICITATION

The Parties agree not to directly or indirectly engage in any business which is in competition with this Collaboration. This prohibition includes but not limited to engaging in the competitive business as an owner, partner, or agent; working directly or indirectly or providing business to any party engaged in a similar business.

This covenant shall apply to all the Parties for the duration of the Collaboration.

7. EXCLUSIVITY PROVISIONS

No Party shall at any period, during the period of this Joint Venture, engage or conduct any related business transaction with any other party other than the other Party to this Agreement.

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9. ARBITRATION

The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.

Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.

The tribunal shall consist of ________ arbitrators who shall be elected by the the parties.

The appointment shall be made within the following period from the date the Parties agree to pursue arbitration: ________ (the "Time Frame"). If the appointment is not done within the Time Frame, the following applies:

________

The arbitration proceedings shall be held in: ________ and conducted in English language.

Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.

The decision of the arbitrators shall be final and binding on all the Parties and shall be enforced by any competent court.

10. ASSIGNMENT

This Agreement shall be binding on successors of the Parties. The rights granted under this Agreement shall not be transferred, sold, assigned, sub-leased to any party without the consent of the other Party.

11. WAIVER

Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission, or failure to exercise or enforce any right shall be construed as a waiver or subsequently compel the strict compliance of the provision of this Agreement.

12. VARIATION

This Agreement may be amended or varied by either of the Parties and such variation must be agreed and signed by both Parties to this Agreement.

13. SEVERABILITY

If any part of this Agreement is held enforceable, the remainder of this Agreement shall continue to be in force and have effect.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and shall supersede any prior written or oral agreement made between the Parties.

15. CUMULATIVE RIGHTS

The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.

16. FURTHER ASSURANCE

The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.

17. COUNTERPARTS

This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.

SIGNED by the within named ________

___________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named ________

___________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................