Cooperation Agreement

					Cooperation Agreement
This Cooperation Agreement can be used between two individuals or businesses that
desire to work together to achieve a common goal or objective. Each party can derive
mutual benefit, mutual growth and mutual synergies from strategic partnerships. In
addition, this agreement provides that both parties shall jointly own any intellectual
property rights that may arise from the cooperation. This agreement is ideal for
individuals or small businesses that want to work together to achieve a common goal or
objective.
                  ____________________ [Instructions: Insert the Sender’s name]
                 ____________________ [Instructions: Insert the Sender’s address]
                 ____________________ [Instructions: Insert the Sender’s address]

____________________ [Instructions: Insert the date]

____________________ [Instructions: Insert the Recipient’s name]
____________________ [Instructions: Insert the Recipient’s address]
____________________ [Instructions: Insert the Recipient’s address]

         RE:          Cooperation Agreement

Dear ____________________, [Instructions: Insert the Recipient’s name]

This letter sets forth the mutual understanding of ____________________ [Instructions: Insert
the Sender’s name] (henceforth “us” or “we”) and ____________________, [Instructions:
Insert the Recipient’s name] (henceforth “you”) with regards to the establishment of a strategic
partnership and cooperative framework such that as a result of such cooperation each party can
derive mutual benefit, mutual growth and mutual synergies.

1.       COOPERATION

We and you shall cooperate with each in the following manner to accomplish
______________________________________________ [Instructions: Insert the goals that
the cooperation seeks to achieve] (the “Cooperative Objective”).

        a.      In order to achieve the Cooperative Objective, we shall have the following
specific obligations, roles and responsibilities:

                 i.         ____________________ [Instructions: Insert Sender’s obligation]

                ii.         ____________________ [Instructions: Insert Sender’s obligation]

               iii.         ____________________ [Instructions: Insert Sender’s obligation]

               iv.          ____________________ [Instructions: Insert Sender’s obligation]

        b.      In order to achieve the Cooperative Objective, you shall have the following
specific obligations, roles and responsibilities:

                 i.         ____________________ [Instructions: Insert Recipient’s obligation]

                ii.         ____________________ [Instructions: Insert Recipient’s obligation]

               iii.         ____________________ [Instructions: Insert Recipient’s obligation]




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               iv.          ____________________ [Instructions: Insert Recipient’s obligation]

2.       INTELLECTUAL PROPERTY

        a.      All right, title and interest in and to any and all intellectual property, including,
without limitation, copyrights, trademarks and patents relating to the Cooperative Objective,
shall be jointly owned by the Parties.

        b.      All right, title and interest in and to any and all intellectual property, including,
without limitation, copyrights, trademarks and patents, owned or developed by either party
before the date of this letter, or not specifically relating to the Cooperative Objective, shall
remain with the respective party. Notwithstanding the foregoing, each party shall grant the other
party a royalty-free, non-exclusive and non-assignable license to make use of any such
intellectual property, materials, and data and/or other information and devices or processes which
is reasonably relevant in the context of this letter and the Cooperative Objective. Said licenses do
not grant the parties the right to reproduce, copy, alter, or reverse engineer such intellectual
property.

3.       PROFITS AND LOSSES

We and you shall bear Cooperative Objective costs and share Cooperative profits as follows:

Party                                                         Percent of Profits/Losses
__________________ [Instructions: Insert                      ___% [Instruction: Insert percentage]
Sender’s name]
__________________ [Instructions: Insert                      ___% [Instruction: Insert percentage]
Recipient’s name]

Whichever party incurs the cost or receives the profit of the Cooperative Objective shall
promptly invoice or account to the other party for their respective portion.

4.       CONFIDENTIALITY

As used herein, “Confidential Information” shall mean any and all technical and non-technical
information, including patent, copyright, trade secret and proprietary information, techniques,
sketches, drawings, models, inventions, “know-how”, processes, apparatus, equipment,
algorithms, software programs, source code, object code, formulas and documentation related to
the current, future and proposed products and services of a party hereto, and includes without
limitation such party’s information concerning its respective research, experimental work,
development, design details and specifications, engineering, financial information, procurement
requirements, purchasing, manufacturing, customer lists, advertiser lists, business forecasts,
sales, merchandising, marketing plans and other business information and any other proprietary
and trade secret information of a party hereto, whether in oral, graphic, written, electronic or
machine-readable form. “Confidential Information” also includes proprietary or confidential
information of any third party that may disclose such information to a party hereto in the course
of such party’s business. Each party agrees to hold all Confidential Information of the other


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party in strict confidence and shall not, without the express prior written permission of the
disclosing party: (a disclose such Confidential Information to third parties; or (b) use such
Confidential Information for any purposes whatsoever, other than the exercise of its rights or
performance of its obligations hereunder. Each party shall disclose the other party’s Confidential
Information only to those of its employees and agents who have a need to know such
Confidential Information in order to exercise such receiving party’s rights or perform such
receiving party’s obligations pursuant to this Agreement. Each party shall use reasonable efforts
to assist the other party in identifying and preventing any unauthorized use or disclosure of any
Confidential Information. Without limiting the foregoing, each party shall immediately advise
the other party in the event that it learns or has reason to believe that any person who has had
access to the Confidential Information of such party has violated or intends to violate the terms
of this Agreement, and shall cooperate in seeking injunctive relief against any such person.
Nothing contained herein shall be construed as obligating either party to disclose its Confidential
Information to the other party, or as granting to or conferring on either party, whether expressly
or by implication, any ownership interest in or any right or license to any Confidential
Information of the other party. This paragraph shall survive termination or expiration of this
letter in perpetuity.

5.       MISCELLANEOUS

This letter constitutes the entire agreement between the parties hereto with respect to the specific
subject matter hereof and supersedes all prior agreements or understandings of any kind with
respect to the specific subject matter hereof. In the event that any provision or part of this letter
shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or
parts shall be and remain in full force and effect. Any and all additions, deletions, or
modification to this letter must be in writing and signed by the parties or it shall have no effect
and shall be void. The waiver by either party of a breach or violation of any provision of this
letter shall not constitute a waiver of any subsequent or other breach or violation. This letter is
binding upon and shall inure to the benefit of the respective successors, licensees and/or assigns
of the parties hereto. Notwithstanding the foregoing, neither party may assign or transfer its
rights or delegate its obligations under this letter without the other party's prior written consent,
which consent will not be unreasonably withheld. This letter shall be governed in accordance
with the laws of the State of ________________ [Instructions: Insert the state’s laws that will
govern this agreement] applicable to agreements to be wholly performed therein, without
giving effect to its laws governing conflict of laws.

If the foregoing terms and conditions accurately reflect your understanding our agreement,
please indicate as much by signing this letter of agreement and returning it us at your earliest
possible convenience.

                                                                 Very truly yours,



                                                                 _________________________________




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                                                                 __________________________
                                                                 [Instructions: Insert the name of
                                                                 Sender’s signatory]
                                                                 __________________________
                                                                 [Instructions: Insert the job title of
                                                                 Sender’s signatory]

AGREED AND ACCEPTED:




_________________________________
_____________________ [Instructions: Insert the name of Recipient’s signatory]
_____________________ [Instructions: Insert the job title of Recipient’s signatory]




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DOCUMENT INFO
Description: This Cooperation Agreement can be used between two individuals or businesses that desire to work together to achieve a common goal or objective. Each party can derive mutual benefit, mutual growth and mutual synergies from strategic partnerships. In addition, this agreement provides that both parties shall jointly own any intellectual property rights that may arise from the cooperation. This agreement is ideal for individuals or small businesses that want to work together to achieve a common goal or objective.