1
SPININ Cooperation Agreement
This SPININ Cooperation Agreement is entered into between
COMPANY NAME
Address
Postal code
Tel.
CVR No.
(hereinafter referred to as the "Entrepreneur")
Contact:
Tel.
and
COMPANY NAME
Address
Postal code
Tel.
CVR No.
(hereinafter referred to as the "Company")
Contact:
Tel.
And possibly
University
Address
Postal code
Tel.
CVR No.
(hereinafter referred to as the "Facilitator")
Contact:
Tel.
Definitions
In the Agreement, the following words have the following meanings when written with the first
letter capitalized:
"Agreement" means this cooperation agreement with supporting appendices.
"IPR" means patents, know-how, utility models, design, copyrights and other intellectual property of a technical or artistic nature anywhere in the world.
"Confidential Information" means all types of scientific, technical, operational or commercial information, data or experiences that are exchanged between the Parties in writing as well as orally and irrespective of the medium on whichsuch information appears.
"Party" or "Parties" means the Entrepreneur and the Company, separately or together.
The "SPININ Method" means a method of clarifying growth targets in a cooperation between the Entrepreneur and the Company, including a method for clarifying the strengths and challenges of these Parties as well as a method to determine mutual areas of cooperation, and the preparation of action plans between the Entrepreneur and the Company, as detailed in items 1.1 and 1.2.
1.Background and purpose
1.1Background
The SPININ Method was developed in a collaboration between the Centre for Entrepreneurship and Innovation, Aarhus University, Finlandsgade 27, 8200 Aarhus N and the Danish Industry Foundation.
The overall goal of the SPININ Method is to improve the survival rate of new knowledge-based growth companies and to optimize the established business community.
SPININ creates growth for entrepreneurs and established businesses by their inclusion in a reciprocal, balanced cooperation where they have access to each other's experience, skills and resources.
The SPININ cooperation is a facilitated process where both Parties contribute to and receive help from each other. The Facilitator assists the Parties in developing
concrete action plans based on their growth targets.
The SPININ Method and materials are detailed in the SPININ script which is available along with other materials and documents at
By using the SPININ Method, the Parties have chosen to collaborate within the purpose of the Agreement (cf. 1.1 and 1.2), which is the reason for entering into the Agreement.
1.2Purpose
The purpose of this Agreement is that the Parties collaborate on making each Party's individual growth targets and potential a reality through the exchange of ideas, knowledge and experience.
The Entrepreneur has special knowledge/expertise in [describe the competences that have relevance for the cooperation] and runs a business in [describe the work of the Entrepreneur's business if this has already been initiated].
The Company has special knowledge/expertise in [describe the competences that have relevance for the cooperation] and operates an established business in [describe the Company's work]. If only a department is participating then describe this department’s work].
Thus, it is the Parties' understanding that they can create mutual commercial success by making use of each other's knowledge, experience and competences.
The cooperation may result in specific projects, partnerships, etc., (cf. item 12 of the Agreement), without this, however, being a condition for cooperation under the Agreement.
2.Relationship to the SPININ Facilitator
2.1Prior to their cooperation, the Parties have been matched by a SPININ Match Partner (hereinafter referred to as "Match Partner") in connection with the parties' desire to cooperate using the SPININ Method. The Match Partner is not a party to the Agreement, but as part of the Agreement the Parties have, however, assumed a number of obligationswith respect to the Facilitator.
2.2.The Parties jointly ensure that they comply with the obligations regarding the Match Partner that derive from the cooperation and the Agreement, although each Party is solely liable for any omissions or breaches by the Party. Specifically, the parties agree to undertake the following obligations with respect to the Match Partner:
-Active participation in the Facilitator’s SPININ meetings and activities for the cooperation (typically one to one and half hours every six weeks),
-Specific work with action plans
-Be available for visits by the Facilitator, and respond to the Facilitator’s inquiries.
2.3The cooperation between the Parties depends on the efforts of the Parties alone. It is therefore essential that the Parties are prepared to be available to each other as provided in the Agreement and as provided and specified in the SPININ Method.
3.Collaboration process
3.1The Agreement is a voluntary cooperation between the Parties as individual companies and does not constitute a joint company, joint venture, or other jointly owned legal entity. As such each Party continues to represent and act solely on behalf of their own business. No Party may enter into an agreement with third parties that binds the other Party, unless otherwise specified in a separate written agreement. Decisions relating to the cooperation are made by consensus between the Parties. The Parties are however obligated to accede to decisions as set out in the Agreement.
3.2Each Party shall designate a contact person who has the necessary authority to act on behalf of the respective Parties with respect to decisions in the cooperation. At present, it is agreed that the contact persons are as follows:
Each Party is free to change their contact person with prior written notice of this to the other Party. If a Party has not notified the other Party ofany change in the contact person, the Party concerned remains liable for the contact person's actions in the cooperation.
3,3It is agreed that the Parties will meet as necessary but at least once a month to discuss the status of specific projects as well as other issues of importance for the cooperation. In addition, each Party may convene a meeting with a minimum notice of 5 business days if the conditionswarrantit. Such a request must be accompanied by an agenda.
3.4For each meeting in the cooperation, the Parties intend to prepare a concise action plan in which the Parties' decisions regarding specifically agreed on actions are specified. The action plan may also contain any other decisions made or other discussions of importance to the cooperation. The action plan is subsequently approved by the Parties.
4.Premises and other facilities
4.1The Entrepreneur is assigned office/work space [tick off the selected option(s)] at the Company's address. Any special needs for access to a laboratory, workshop, production or similar special facilities will be agreed upon between the Parties pending further discussion.
4.2.The Company also provides the Ebntrepreneur with usual office services, including Internet, printing, copying, etc. To the extent that the Company desires remuneration for the use of and access to facilities, the Parties sign a separate agreement regarding this.a Party's use of the other Party's staff also requires a separate agreement.
4.3.At the start of the cooperation, the Entrepreneur is given access cards/keys and codes for the Company's address. The Entrepreneur is responsible for any loss of keys/access cards.
4.4With respect to the optimal functioning of the cooperation between the Entrepreneur and the Company's staff, the Entrepreneur is given copies of any Company specific staff regulations.The Entrepreneur undertakesto act according to the staff regulation towards the Company's staff and the Company.
4.5To the extent there is an existingcanteen or similarfood and beverage arrangement at the Company, the Entrepreneur can,subject to further agreement between the Parties, join the arrangement on the same terms as the Company's staff.
4.6ny further use of the Company's facilities takes place in accordance with the Company's instructions.
5.Finances
5.1The Parties are aware that the Agreement does not involve any financial rights or obligations of the Parties unless a separate agreement has been made to this effect. Thus, no Party can incur expenses with binding effect for the other Party without a separate agreement between the Parties.
6.Insurance
6.1The Entrepreneur is not covered by the Company's insurance. The Entrepreneur is therefore obligated to take out and maintain the necessary insurances that are relevant for the execution of the Entrepreneur’s tasks under the Agreement.
6.2The Entrepreneur's use of machinery, equipment and other material belonging to the Company is at the Entrepreneur's own risk.
7.IPR
7.1Each Party retains full ownership of rights it may have generated prior to the start of the cooperation. The parties thus agree that no transfer of ownership or intellectual property rights shall take place based on the Agreement, unless this is agreed in writing between the parties.
7.2Any subsequent improvements/developments of a Party's individual IPR (cf. 7.1) assisted by the other Party, continue to be the property of the Party concerned,unless otherwise agreed in writing irrespective of the fact that the other Party may have helped in the development of these.
7.3If the Parties jointly develop new products/services or similar, IPR is jointly owned by the Parties, unless otherwise agreed. The Parties themselves are responsible for making a separate agreement on jointly owned IPR before such common development is initiated.
8.Protection of IPR
8.1Each Party decides itself to what extent it desires to protect its own IPR. In the case of jointly owned IPR (see above) the Parties jointly decide whether or not to apply for or retain a patent or other IPR protection.
8.2If the Parties decide to apply for or retain a patent or other protection of jointly owned IPR, the Parties jointly designate an representative (that can be one of the Parties) to carry out the activities in both Parties' names and on behalf of both Parties. The Parties bear the costs associated with these activities equally, unless otherwise agreed in writing.
9.Confidentiality clause
9.1An essential prerequisite for the Project and good cooperation under the Agreement is that the Parties can freely exchange ideas and information between each other. The exchange of ideas and information occurs with the clear expectation that the other Party do not disclose the recieved information to third parties and that the Parties do not unduly or improperly exploit or use such information for their own benefit. At the same time, it is a prerequisite that the Parties use the received information only for purposes within the framework of the Agreement.
9.2The parties are therefore obliged to keep secret the Confidential Information received during the cooperation, so that this information does not come into the hands of unauthorized third party.The Parties shall ensure that persons involved in the cooperation are subject to the same confidentiality obligations as the Parties themselves. The Parties are particularly aware that they also want to keep the ongoing and daily discussions between the Parties secret.
9.3The Confidential Information that the Parties receive from each other must only be used within the purpose of the Agreement and must not be used by a Party for any other purpose.
9.4The confidentiality obligation does not include Confidential Information
- that at the time of disclusurewas published or in any other way made available to the public domain,
- that after thedisclosurewas published or in any other way made available to the public domain, without this being due to the recipient's breach of the confidentiality obligation,
- that at time of disclosure was rightfully in the receiving Party's possession without confidentiality restrictions,
- that was received from a third party who was entitled to lawfully disclose the information,
- that was subsequently developed independently of the cooperation under the Agreement by the receiving party, or
- that is or becomes subject to laws or regulations, public law decisions, judgments, orders, rulings, etc., that require the receiving party to disclose the information in whole or in part.
9.5The receiving Party shall promptly notify the ceding Party in writing if the receiving Party intends to disclose information that in their view is subject to the exception in 9.4.
9.6All Confidential Information shall remain the property of the Party concerned.
9.7The confidentiality obligation under this provision ceases five years after the cooperation between the Parties has ended.
9.8In the event that the information covered by the exception in item 9.4 or in the event that the confidentiality period expires, this Agreement does not contain a consent that the receiving Party may make use of material received in violation of other – including intellectual property – laws.
9.9Upon termination of the cooperation, for any reason, the receiving Party shall at the request of the ceding Party return all Confidential Information, including all copies, transcripts, memos and other reproductions thereof. If return of the Confidential Information is impractical, the receiving Party may instead destroy the Confidential Information in a satisfactory and safe manner
10.Limitation of liability
10.1A Party is not liable for failure to comply with the terms of the Agreement if this is due to events beyond the Party's reasonable control (force majeure).
10.2In no case, except in the case of a material breach, shall a Party be liable to the other Party for indirect losses, including loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or costs related to obtaining substitute products or services.
10.3The Parties agree that the assistance, guidance and feedback that are continuously provided in the cooperation are provided to the best of the Party’s abilities. A Party is thus not liable to the other Party for the unintended consequences of advice or action in connection with the cooperation. Thus, it is up to the receiving Party to assess to what extent it wishes to apply the advice or the action that the other Party offers.
11.Damages
11.1With respect to article 10 above, the Parties are liable towards each other in accordance with general Danish law.
12.Other agreements between the Parties
12.1Should the need arise, the Parties intend to enter into additional written agreements between them. The parties are particularly aware that for specific joint projects of a more binding nature, use of a Party as a consultant, using a Party’s staff, and in similar situations, a separate agreement is needed to cover such an extension of the cooperation.
12.2Appendix 1 to the Agreement is an overview of a number of specific points of attention that the Parties should observe in connection with specific binding projects that arise from the Parties' cooperation.
13.Duration and termination
13.1The Agreement takes effect when it is signed by both parties.
13.2The Agreement is in effectuntil [insert date], on which date the Agreement will terminate without further notice, unless the Parties agree otherwise. Until termination of the agreement, each Party may freely terminate it by giving the other Party 30 calendar days’ prior notice and supplying the Facilitator with a copy hereof.
13.3Each party may terminate the Agreement with immediate effect by written notice to the other Party, with a copy hereof to the Facilitator, in the event of a material breach. As material breach shal be considered, including but not limited to,
a)Repeated failure of participation in the cooperation or in the Facilitator’s SPININ activities,
b)Violation of the confidentiality clause (cf. item 9),
c)Material breach of the Agreement or other agreements signed by the Parties,
d)The Entrepreneur's repeated lack of observance of the Company's instructions for the use of the premises and other facilities, (cf. item 4).
13.4After the termination of the cooperation for any reason, each Party has the right to freely use its individual IPR, and the other Party does not obtain any rights or rights of use to the other Parties IPR on the basis of the Agreement.
14.Modifications and disputes
14.1The Agreement may be modified only by a written agreement signed by both Parties.
14.2Any disagreements between the Parties that may arise in connection with the Agreement and that cannot be settled amicably shall be decided by the District Court in the first instance.
Appendices
Appendix 1: Points of Attention – Cooperation between the Entrepreneur and the Company
For the Company (authorized signatory):For The Entrepreneur:
______
Name:Name:
Title: Title:
Date:Date:
For the Facilitator (authorized signatory):
______
Name:
Title:
Date:
"SPININCooperation Agreement" was prepared by Bo Vilsgaard, Attorney, Vilsgaard Advokater, July 2014.
Vilsgaard Advokater specializes in entrepreneurship, capital sourcing, purchase and sale of companies and general commercial law.
See more at
1.