This article provides two checklists for Co-operation, Collaboration and Unincorporated Joint Venture Agreements. The first checklist includes the following items: scope, responsibilities of parties, timetable, background technology, project know-how, use of know-how, confidentiality, structure, project management, modifications, funding, ownership and exploitation of results, liability, force majeure, termination, exclusivity, court or arbitration, and competition law.

The second checklist is specifically for unincorporated joint ventures and includes items such as identity of parties, allocation of work, management, project leader, and intra-group assignments. It is important to note that these checklists are general guidelines and do not constitute legal advice, as each jurisdiction may differ, so it is advisable to consult with a local lawyer.

These checklists aim to assist in clarifying the rights, obligations, and responsibilities of each party involved in the agreement, and also include key factors such as financial support, intellectual property rights, and dispute resolution mechanisms. By carefully considering these factors, the parties can work together to achieve their goals and ensure that the agreement is beneficial to all parties involved.

How to use this Document?

If you need a general checklist for Cooperation, Collaboration, and Unincorporated Joint Venture Agreements, follow these steps:

1. Read the introductory note, which specifies that the checklist is not legal advice and may differ depending on your jurisdiction. Contact your local lawyer if needed.

2. Check the first checklist, which pertains to Cooperation and Collaboration Agreements, covering the scope, responsibilities of each party, timetable, background technology, project know-how, use of know-how, confidentiality, structure, project management, modifications, funding, ownership and exploitation of results, liability, force majeure, termination, exclusivity, court or arbitration, and competition law.

3. Look at the second checklist for Unincorporated Joint Venture, which contains items like the identity of parties, allocation of work, management, project leader, duration, IPR, dissolution, and competition law.

4. If you are interested in Joint Venture Company and Shareholders Agreement Checklist, refer to the appropriate document.

5. Determine the object and scope of your collaboration or joint venture, including the technical annex.

6. Identify the responsibilities of each participant, such as personnel, facilities, equipment, and materials.

7. Establish a planned timetable with basic benchmarks to be reached.

8. Decide whether existing or background technology needs to be disclosed and whether each party will indemnify the others against any liability for infringement resulting from the use of its background technology.

9. Determine whether each party will be obliged to disclose newly developed know-how during the project, how progress and results will be communicated, and whether use of know-how is limited to the project during the agreement term.

10. Decide whether a strict confidentiality obligation regarding the results of the program will be imposed on each of the parties, and whether there will be prohibitions on publication or communications to third parties.

11. Determine how the collaboration will be structured, including the management and/or project committee, the project leader, and their tasks and powers.

12. Establish how the project will be managed on a day-to-day basis, including joint teams, subcontractors, review, and verification.

13. Decide how changes to the project program, including budgeted costs, will be agreed, whether a budget or expenditure plan will be adopted, and whether the project is dependent upon financial support.

14. Determine who will remain owner of existing know-how and inventions, whether project know-how will become jointly-owned or remain the property of the particular participant carrying out the research, how results will be protected and/or intellectual property rights, such as patents, obtained and held, and what obligations each participant will have to maintain and defend any patents, or to protect know-how, resulting from the project.

15. Address issues related to liability, including responsibility for damage or injury, sharing/allocation of possible product liability, and remedies for defective or negligent performance.

16. Decide whether a force majeure or hardship provision is appropriate, whether the collaboration has a definite duration, and how the arrangement will be terminated.

17. Determine whether the parties will be free to undertake independent research in the relevant area or to enter with co-operation agreements with third parties.

18. Decide whether arbitration is appropriate for dealing with any disputes, and whether there are restrictions likely to give rise to competition law concerns.

By following this checklist, you can ensure that you have covered all the necessary aspects of cooperation, collaboration, and unincorporated joint venture agreements.