COLLABORATION AGREEMENT
This Collaboration Agreement, hereinafter referred to as “Agreement”, is entered into
and made effective as of _________________ (the “Execution Date”) by and between the
following parties:
, a corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines with principal place of business at 3 rd
Floor, JLC Bldg., AS Fortuna, Brgy. Banilad, Mandaue City, Philippines,
represented herein by its President, , hereinafter known as the “FIRST PARTY”.
-and-
_______________________________, Filipino, of legal age, married/single, with
residential address at _________________________________________, herein referred to
as the “SECOND PARTY”.
Hereinafter, “Collaborator” will refer to and be used to described either party. The
Collaborators may be referred to individually as “Party” and collectively as the “Parties”
WITNESSETH THAT;
WHEREAS, the Parties desire to work together through collaboration (the
“Collaboration”), as defined further below;
WHEREAS, the Parties wish to establish a written agreement between them covering
the terms and conditions of their Collaboration;
NOW, THEREFORE, in consideration of the promises and covenants herein, as well as
other good and valuable consideration, the Parties do hereby agree as follows;
1. COLLABORATION
Subject to the terms and conditions of this Agreement, the Parties will work on the
following Collaboration:
a. Successful application and registration of Merchant Service Provider in
the United States of America.
b. Successful registration of the company in the United States of America
and faithful compliance with all government regulations pursuant to all
existing laws enacted and implemented by the duly constituted
authorities therein.
c. Maintaining, in good standing, the Merchant Service Provider as payment
gateway of the FIRST PARTY’S business.
If needed, the Collaborators will draft a separate plan of work to be completed
during this Collaboration, which will be an integral part of this Agreement.
Nothing in this Agreement shall be construed to create employment, partnership, or
other fiduciary relationship between the Parties.
2. DUTIES AND RESPONSIBILITIES
The FIRST PARTY shall undertake to perform the following:
1. Shall authorize the SECOND PARTY to perform any and all administrative
functions hereinabove mentioned. If however, FIRST PARTY deems necessary to
add functions to SECOND PARTY, it may do so by authorizing the SECOND PARTY
to perform such functions through any modes of written correspondence,
provided that SECOND PARTY receives such correspondence and accepts the
same. The additional function/s herein referred shall be without prejudice to
additional compensation or commission in favor of SECOND PARTY.
2. Shall be solely and exclusively responsible and liable for any and all taxes, liens,
fees, and charges and such other business expenses, enforced by the duly
constituted authorities in the Philippines and United States of America.
3. Shall act with transparency and utmost good faith in all transactions and
dealings with clients, merchants and the SECOND PARTY.
4. Shall pay the SECOND PARTY every 15 days, a total of FIVE PERCENT (5%)
percentage compensation based on the total gross sales for each 15-day period.
The 15-day period shall mean the 15th and 30th of each month.
5. The reasonable percentage compensation shall refer only to such functions as
hereinabove referred and shall not include additional administrative functions,
sales and marketing activities in other countries, and other sales and marketing
activities in other countries, and other similar activities. It shall be a proper
subject of a different agreement comprising of compensation, airfare,
accommodation and other incidental expenses.
6. Shall be in charge of managing the business's bank accounts, including its online
and digital banking systems. The SECOND PARTY shall have access simply to
monitor the flow of funds and for security and safety reasons in order to
maintain transparency.
On the other hand, the SECOND PARTY shall be responsible for the following:
1. Shall register the company in the United States of America and comply with all
government regulations pursuant to all existing laws enacted and implemented
by the duly constituted authorities therein.
2. Shall for and behalf of the FIRST PARTY, file or submit any and all documents
necessary for the registration and operations of the FIRST PARTY, including
compliance with Internal Revenue Services requirements.
3. Shall perform such other administrative functions in the U.S.A, for and in behalf
of the company, provided, that said functions are duly authorized by the
company through any written correspondence or authority.
3. TERM OF CONTRACT
1. This Agreement shall commence on ____________ (the "Commencement Date") and
shall continue until __________, unless terminated in accordance with the following
provisions.
2. Notwithstanding the forgoing, the FIRST PARTY may terminate this Contract
prior to the expiration of its term upon thirty (30) days advance notice and
payment of a termination fee equivalent to the unpaid percentage compensation
for the remaining period.
3. FIRST PARTY, upon fifteen (15) days advance written notice, terminate this
collaboration, without necessity of payment of termination fee if:
a. SECOND PARTY breaches trust and confidence reposed in her;
b. SECOND PARTY violates or be in material l breach of any provision,
representations, covenants or undertaking herein.
4. Upon termination of the collaboration, all books, accounts, and records relating
to the management of the FIRST PARTY, and its business transactions, including
bank accounts and online digital banking passwords, shall be immediately return
to the FIRST PARTY.
5. This contract shall be renewable by any of the PARTIES upon thirty (30) days
advance notice to the OTHER PARTY, indicating its intention to renew the same.
The renewal of the contract shall be without prejudice to renegotiations of the
terms and conditions contained herein.
4. CONFIDENTIAL INFORMATION
SECOND PARTY understands that the Company possesses Proprietary Information
(as defined below) which is important to its business and that this Agreement creates a
relationship of confidence and trust between the PARTIES with regard to Proprietary
Information.
For purposes of this Agreement, “Proprietary Information” is information that was
or will be developed, created, or discovered by or on behalf of the Company, or is
developed, created or discovered by SECOND PARTY while performing Services, or which
became or will become known by, or was or is conveyed to the Company which has
commercial value in the Company’s business. “Proprietary Information” includes, but is not
limited to, trade secrets, designs, technology, know-how, works of authorship, source and
object code, algorithms, processes, data, computer programs, ideas, techniques, inventions
(whether patentable or not), business and product development plans, customers,
customer lists and other information concerning the Company’s actual or anticipated
business, research or development, personnel information, terms of compensation and
performance levels of Company employees, or information which is received in confidence
by or for the Company from any other person. Consultant understands and agrees that this
consulting relationship creates a relationship of confidence and trust between the Company
and Consultant with respect to Proprietary Information.
At all times, both during the term of this Agreement and after its termination,
SECOND PARTY will keep in confidence and trust, and will not use or disclose, any
Proprietary Information without the prior written consent of an officer of the Company,
except as may be necessary in the ordinary course of performing the Services under this
Agreement.
5. ENTIRE AGREEMENT
This Agreement constitutes this entire agreement between the parties and
supersedes all prior agreements and understandings, whether written or oral, relating to
the subject matter of this Agreement.
6. AMENDMENT
This Agreement may be amended or modified only by a written instrument executed
by both the FIRST PARTY and SECOND PARTY.
7. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon, and inure to the benefit of, both parties and
their respective successors and assigns, including any corporation with which, or into
which, the Company may be merged, or which may succeed to its assets or business,
provided, however, that the obligations of the Consultant are personal and shall not be
assigned by the SECOND PARTY.
In the event that any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
