Collaboration Agreement

COLLABORATION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Collaboration Agreement, hereinafter referred to as the "Agreement," is entered into and made effective as of ________ (the "Execution Date") by and between the following parties:

________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "First Collaborator".

- and -

________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Second Collaborator".

The above persons are collectively referred to as the "Collaborators" or "Parties", and individually referred to as "Collaborator" or "Party".

AND WE HEREBY CERTIFY:

I. PURPOSE OF COLLABORATION

That the following is the purpose(s) of the collaboration:

________;

II. TERM

The Term of this Agreement shall be effective for the following period: ________, commencing on the Execution Date or the date mentioned below the caption and shall expire at the lapse of the period herein stated unless terminated sooner in accordance with the grounds or causes for termination as provided elsewhere in this Agreement.

III. TERMINATION

The Collaboration may be terminated upon the lapse of the term, or prior to the lapse in case any of the following circumstances arise:

a. The commission of a material breach of any term of this Agreement by a Party that cannot be undone or remedied within a reasonable time or that which should have been remedied as soon as practicable after written notice to the breaching Party, but has not been remedied, in which case the non-breaching Party may terminate this Agreement.

b. The inability of a Party to perform its duties hereunder, whether payment of a sum of money or performance of a service, in which case, the Agreement may be terminated by the Parties.

c. The desire of any of the Parties to terminate the Agreement for reasons other than those mentioned above.

The effect of termination shall not affect the rights and obligations of the Parties already existing prior to the occurrence of the cause or ground for termination. Provided that the termination shall be without prejudice to any remedies under the law to which any Party may be entitled to. Provided further that any part of this Agreement that is intended to take effect after the lapse of the term or after the termination, shall not be affected by the termination.

IV. OBLIGATIONS OF THE COLLABORATORS

The Parties shall have the following duties and obligations:

________:

________;

________:

________;

V. INTELLECTUAL PROPERTY

The title, interest, and rights to intellectual property existing prior to the execution of this Agreement shall belong to each of the Parties which may include artwork, plans, specifications, methodologies, reports, analyses, advice, or any other intellectual property and shall remain with such Party during the term of this Agreement and thereafter. The rights pertaining to the preceding paragraph shall be subject to the terms and conditions of this Agreement.

If the intellectual property is obtained by reason or as a result of this Collaboration Agreement, the Parties agree that the ownership of such intellectual property shall belong to: ________. The ownership of such intellectual property shall be governed by the relevant law on Copyrights, and shall be enforced without undue interference by the other Parties.

VI. CAPITAL CONTRIBUTIONS

That the capital of this collaboration shall be ________ (Php________) which is already contributed by the collaborators. The following are the contributions of the Parties:

________: Php________

________: Php________

VII. SHARING RATIOS. That the profits, losses and expenses of this collaboration shall be divided and distributed proportionately on the ratio of the contribution to the capital of each collaborator.

If a Collaborator shall render solely services and will not be required under this Agreement to contribute capital, he shall not be responsible for losses incurred to the Collaboration's project, business, or activities.

VIII. NON-COMPETITION

During the Term of this Agreement, the Collaborators shall be prohibited from engaging in a business or a project that is in competition with the Collaboration whether directly or indirectly. In particular, the Collaborators agree that they are prohibited from acting as an independent contractor or service provider to, or from being employed by other organizations, companies, or individuals who are directly or indirectly in competition with the business or project of the Collaboration. The Parties further agree to not perform any act that gives them a competitive and commercial advantage over the business of the Collaboration, provided finally that the violation of this Article shall be dealt with according to the available remedies provided by law.

If the Collaborator withdraws or retires from the collaboration, he or she shall not engage, directly or indirectly, with a business or project that is or may be competitive to the collaboration's existing business or project within the following geographic location: ________ or where the collaboration is currently doing or planning to do business for the following period: ________ after the date of the Collaborator's withdrawal or retirement.

IX. CONFIDENTIALITY

Each Party (the "Disclosing Party") may, from time to time, disclose to the Other Party (the "Receiving Party") confidential and/or propriety information relating to each Party's respective business. Such information may include, but will not be limited to trade secrets or information due to its secrecy gives a Party commercial advantage, or other information that may be discussed and/or disclosed, which may be marked as confidential or proprietary or which a reasonable person may understand to be confidential given the circumstance and nature of disclosure. The confidential and/or proprietary is significantly important to Disclosing Party's business. Receiving Party understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Disclosing Party. As such, Receiving Party agrees that they shall:

a. Not disclose the confidential and/or proprietary information by any means not authorized by the Disclosing Party to any third Parties;

b. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Disclosing Party;

c. Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Disclosing Party;

d. Inform Disclosing Party immediately if Receiving Party becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

This clause shall survive the termination of this Agreement for the following period: ________.

X. 5522885582 888525855 888 8885558882 8855

552 2552828 52522 22 2528522 8585 22525 528522228 58 552 5258225882 525 228288552 225 252 252225 82282222252822 22 2588 825222222.

XI. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

XII. WAIVER

Failure of either Party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.

XIII. SEVERABILITY

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.

XIV. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

XV. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

XVI. SUCCESSORS AND ASSIGNS

This Contract shall be binding on the successors and assigns of both Parties.

XVII. ENTIRETY OF AGREEMENT

This Agreement represents the entire Agreement between the Parties and supersedes all prior negotiations, representations, and Agreements, either oral or written.

XVIII. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

XIX. FORCE MAJEURE

Neither Party shall be liable to the other for failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen events or though foreseen could not be reasonably avoided.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.

________
First Collaborator

________
Second Collaborator

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________)
CITY OR MUNICIPALITY OF ________________________)S.S.

BEFORE ME, a Notary Public, for and in the City or Municipality of ________________________, Province of ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:

1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

known to me and to me known to be the same persons who executed the foregoing Collaboration Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the day and place first written above.

Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.