[Please note that this is a general checklist for our Co-operation, Collaboration and Unincorporated Joint Venture Agreements and does not constitute legal advice. As each jurisdiction may be different, you may want to speak to your local lawyer.]

There are three checklists below: (i) a simple a cost-sharing co-operation / collaboration; (ii) a joint venture without an identifiable corporate form; and (iii) list of third party consents to obtain. For Joint Venture Company, please refer to the Joint Venture Company and Shareholders Agreement Checklist.

1. Checklist for Co-operation and Collaboration Agreements

Scope - What is the object and scope of the collaboration? A description in general terms should usually be accompanied by a more detailed technical annex.

Responsibilities of parties - What is the responsibility of each participant? What contribution is each party to make in terms of personnel, facilities, equipment, materials, etc.? A detailed allocation of tasks as between the parties will usually be annexed.

Timetable - Is there a planned timetable with basic benchmarks to be reached? Again a project timetable will normally be annexed.

Background technology - Will existing or background technology need to be disclosed between the parties? Does this extend to any know-how developed independently by a party, after commencement of the project, but outside the scope of the project? Will each party indemnify the others against any liability for infringement resulting from use of its background technology?

Project know-how - Will each party be obliged to disclose to each other know-how newly developed during the project? How will the parties report and communicate progress and results of work performed?

Use of know-how - How freely may each party use existing know-how and/or newly developed know-how or results? Is use limited to the project during the term of the agreement?

Confidentiality - Is a strict confidentiality obligation regarding the results of the programme to be imposed on each of the parties? Is any of the information or know-how proprietary to one party? Will there be prohibitions on publication or communications to third parties?

Structure - How is the collaboration to be structured? Will there be a management and/or project committee? How often should it meet? Will there be a project leader? If so, what are his/its tasks and powers (including powers to represent the other participants)?

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