Framework Cooperation Agreement

Framework Cooperation Agreement Template for England and Wales

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Key Requirements PROMPT example:

"I need a Framework Cooperation Agreement to establish a long-term research partnership between our pharmaceutical company and a university, including provisions for joint IP development and data sharing, to commence from March 2025."

Document background

The Framework Cooperation Agreement is essential for organizations seeking to establish long-term collaborative relationships while maintaining flexibility in their engagement. Under English and Welsh law, this agreement type provides a master framework that governs the overall relationship between parties, while allowing for specific projects or initiatives to be detailed in subsequent agreements. It is particularly valuable for complex business relationships requiring clear governance structures, risk allocation, and protection of intellectual property, while enabling parties to adapt to changing circumstances without renegotiating fundamental terms.

Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the framework agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Cooperation: General parameters of the collaboration, including territories, products/services covered

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

6. Governance: Management structure, decision-making processes, and oversight mechanisms

7. Confidentiality: Protection of confidential information shared between parties

8. General Provisions: Standard boilerplate clauses including notices, assignment, variation, and governing law

Optional Sections

1. Data Protection: Provisions for handling personal data and ensuring GDPR compliance

2. Intellectual Property: IP ownership, licensing arrangements, and protection measures

3. Competition Compliance: Measures to ensure compliance with competition laws when parties are competitors

4. Financial Provisions: Cost sharing, payment terms, and financial responsibilities if applicable

5. Force Majeure: Provisions for handling events beyond parties' reasonable control

Suggested Schedules

1. Schedule 1 - Service Specifications: Detailed description of services or cooperation areas covered by the agreement

2. Schedule 2 - Governance Procedures: Detailed procedures for managing the cooperation, including meeting schedules and reporting requirements

3. Schedule 3 - Data Processing Agreement: Detailed terms for data processing activities and GDPR compliance

4. Schedule 4 - KPIs and Reporting: Performance metrics, reporting templates, and monitoring procedures

5. Schedule 5 - Contact Details: Key contact information for both parties including escalation procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Research and Development
Manufacturing
Professional Services

Relevant Teams

Legal
Commercial
Operations
Strategy
Finance

Relevant Roles

Chief Executive Officer
General Counsel
Commercial Director
Head of Partnerships
Business Development Director
Chief Operating Officer

Industries

Common Law Contract Principles: Fundamental principles governing contract formation, including offer, acceptance, consideration, and intention to create legal relations

Contract Law Act 1999: Legislation governing basic contract formation and enforcement in England and Wales

Misrepresentation Act 1967: Law dealing with false statements made during contract negotiations that induce parties to enter into contracts

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly exclusion and limitation clauses

Consumer Rights Act 2015: Key consumer protection legislation that may apply if any consumer elements are involved in the framework agreement

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, complementing and working alongside UK GDPR

Privacy and Electronic Communications Regulations: Regulations governing electronic communications, including electronic marketing and cookies

Companies Act 2006: Primary legislation governing company operations and corporate relationships in the UK

Competition Act 1998: Legislation preventing anti-competitive behavior and abuse of dominant market positions

Enterprise Act 2002: Law governing business competition, mergers, and enterprise regulation

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights including copyright and patents

Trade Marks Act 1994: Legislation governing the registration and protection of trademarks

Trade Secrets Regulations 2018: Regulations protecting confidential business information and trade secrets

Employment Rights Act 1996: Core employment legislation that may be relevant if the framework agreement involves staff transfers or employment matters

Equality Act 2010: Legislation preventing discrimination and promoting equality in business relationships

Private International Law (Miscellaneous Provisions) Act 1995: Legislation governing choice of law rules for international contracts

Arbitration Act 1996: Law governing arbitration proceedings as an alternative dispute resolution method

Civil Procedure Rules: Rules governing civil litigation in England and Wales, relevant for dispute resolution provisions

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