COOPERATION AGREEMENT xxxxxxxxxxxxxxxxxxxxxxx -ANDUNIVERSIDAD ADOLFO IBÁÑEZ
Santiago de Chile, (month)__ (day)__________ 201_, between ___________________________., ID N° , ______________________ represented by _________________________________, ID Nº _______________________, both addressed at _________________________, district ________________________________, city _________________________, hereafter “THE COMPANY”, one party , and, the other party, the UNIVERSIDAD ADOLFO IBÁÑEZ, tax ID N° 71.543.200-5, hereafter and henceforth and equally the “UNIVERSIDAD (UNIVERSITY)”, represented, as proven, by Mr. Andrés Benítez Pereira, ID N° 7.427.667-9, both addressed at Av. Diagonal Las Torres Nº 2640, Peñalolén, Santiago city, the following contract of provision of services has been signed: CONSIDERING ●
The COMPANY, defined as Public Limited Company/ SPA/LTDA for profit, develops technological and innovative solutions, boosting knowledge through creative processes based on scientific research and applied engineering, guided to generate competitive advantages to their local and international customers. Founded in 20xx, currently it has different projects developed in the country and internationally.
●
The UNIVERSITY is a nonprofit academic community born in 1953 from Escuela de Negocios de Valparaíso (School of Business of Valparaíso) by Fundación Adolfo Ibáñez. As a higher-education nationally and internationally acknowledged institution, particularly in innovation management, technological entrepreneurship, development of applied research and teaching towards technological-based new businesses creation and management.
AGREE FIRST: Scope and Objectives of the Agreement The following agreement aims to create and maintain a long term relation between the Parties, boosting and promoting knowledge exchange, excellence teaching on topics referring to creation and development of mutual interest research and technological and business innovation joint projects which strengthen and complement the abilities of both institutions.
The Parties consider necessary to provide the means to create the conditions in the UNIVERSITY to allow the generation of prospective and proactive ability regarding interest topics of the COMPANY. The UNIVERSITY shall provide its best academic and research abilities to respond before the projects generated from this agreement. SECOND: Specific Agreements Projected Cooperation shall be developed according to this Agreement, in relation to the specific projects that must be presented in the respective annexes, by the representatives of both institutions, and shall cover the general field of training, research, technological transfer, and communication of research activities developed together. THIRD: Intellectual Property on underlying and previous information The Parties declare openly that all the information they have prior to the signature of the following contract as well as the information generated from the development of projects previous to this agreement exclusively belongs to each Party. Therefore, the Parties are obliged to keep due confidentiality about underlying material, which are intangible assets of each Party used for their purposes and are or may be a comparative advantage regarding similar parties. Notwithstanding the obligation of confidentiality before mentioned, and in case it becomes necessary to thoroughly execute intellectual property rights upon the results of research, the Parties will be able to use underlying material for which they will have to previously ask authorization from the other Party, that will not deny it, except in case that authorization results in actual damage for that Party. The information both Parties reveal to each other in projects under specific agreements will continue being part of the Party that provides it, without any interpretation that the signature of the present contract gives any license in favor to the parties regarding commercial secrets, copyrights, trademarks, licenses, or any similar rights.
FOURTH: Intellectual property on information and further results The Parties declare that intellectual property on information and further results of developed projects between the Parties in the present agreement shall be specifically regulated in the specific agreement of execution of projects.
Page 2 of 7
FIFTH: Confidential information The Parties declare that all the information and data given to the signature or execution of the present contract, whether it has denomination of “confidential�, as well as all the information obtained as a result of the development of projects in the present agreement shall be confidential, where the Parties are forbidden to reveal it by any means. Notwithstanding the before mentioned, the University is allowed to use confidential information for academic purposes, prior written notice sent to the COMPANY in a no less than 15 days period. Confidential information does not apply to: (i) the one that is publically known or known by third parties without intention or fault of one or both Parties; (ii) the one required by competent authority; and (iii) the one necessary to be revealed in a lawsuit or legal dispute between the Parties according to validity, interpretation, or execution of the present agreement. The obligation of this clause shall be in force during the present agreement and shall be valid for 5 years from the end date. The confidentiality of information about intellectual or industrial rights or any regarding explicit legal protection shall be respected during protection time that regulation establishes. Violation to the present obligation of confidentiality shall make the violator Party responsible for all damages caused by the violation, diligent party always being undamaged. The present obligation of confidentiality is expressed by the Parties as essential in the present agreement. SIXTH: Validity of the present agreement The present agreement shall enter into force from the date of signature and shall be open ended. Notwithstanding the before mentioned, any of the Parties may terminate the contract unilaterally, in any moment and without mentioning reasons only by formally communicating in a written document to the other Party with minimum period of ninety days. Notwithstanding the before mentioned validity of this agreement, any of the Parties may terminate the contract ipso facto, no need of any legal declaration, in case one of the Parties shows severe and repeated unfulfillments and, needed to be corrected, a solution does not come into 10 days from due notice. In turn, any of the Parties may terminate the contract, no need of any legal declaration, in the following cases: 1.
Any of the Parties becomes debtor in an insolvency proceeding of liquidation, according to Law N°20.720, or looses legal entity.
Page 3 of 7
The ending described in this clause shall come into force notwithstanding the activities being developed and result detrimental for the interest of the Parties, which must be totally finished. SEVENTH: Coordination and management For coordination on the present Agreement, the following coordinators are established: The University names Mr. Manuel Velasco, UAI+D director, as the coordinator, who will be the representative and spokesperson of the University, in the coordination of the present contract. This position can be carried out by a person he names for such purposes or by a person who replaces him in his position.
The COMPANY names Mr.
_________________________ who will be the representative and spokesperson of it in the coordination of the present contract. This position can be carried out by a person he names for such purposes. In case the COMPANY modifies its representative, it must inform the UNIVERSITY by written document and at least with minimum period of five days before naming him. EIGHTH: Committee for the management of the Agreement An advisory joint Committee will be established in order to promote and develop the objectives of the agreement. In this act the Parties establish that in the Specific Agreements signed, projects subjected to the knowledge of the Committee will be established; the number of times it will meet, the dates and the places of such meetings; and whether it is appropriate to provide money for the development of the Committee tasks or any other expenses of each project. NINTH: Relation between the Parties Each Party declares to be an autonomous entity, independent and different from the Other, acting for all purposes by their own will and risk not having any relation of direct or indirect common property or management. Nothing in this contract shall be interpreted as constitutive of a corporate relation between the Parties. All the personnel of each party named by them to comply and execute their obligations for the present Agreement is, respectively, under his/her exclusive relation of dependence, being the respective Party entirely and exclusively responsible for all the applied labor, fiscal, tax and/or social security obligations, generated from his/her work. Each of the Parties is obliged to:
Page 4 of 7
a) Accept all the responsibilities and obligations inherent or derived from work relation with its personnel, with all the consequences including corresponding compensations due to work accident, death, total or partial disability, end of work contract, vacation, substitute compensation due to no previous notice, dividends, bonuses, owed salaries, or any other appropriate, currently established, or be established in the future, without any exclusion. b) Fulfill and pay entirely and punctually salaries and social security and health expenses for personnel on their responsibility as well as for the rest of the personnel. c) Respond directly for acts or own faults or their personnel’s that may damage the other Party and/or third Parties of any nature. TENTH: No exclusivity The Parties may always sign agreements or contracts or offer consultancy to third Parties or similar services to the ones established in this Agreement, except activities that represent direct competition to specific projects the Parties are mutually developing. ELEVENTH: Good faith This contract derives from mutual confidence of the Parties and good faith, therefore the Parties agree any difference arising from the execution of derived actions in this Contract shall be first solved upon mutual agreement between the Parties; if no consensus is achieved, Jurisdiction and Competency clause shall be applied. TWELVETH: Cession of the Agreement The Parties cannot convey nor transfer in any form, partially or completely, the rights and obligations arising from this Contract, except upon explicit authorization by the other Party. THIRTEENTH: Declaration of responsibility The Parties declare in this Contract that their obligations for the development of the Agreement focus on an obligation of means and not of results, therefore every Party does not guarantee the Other that objectives and/or expected results are achieved. Similarly, the Parties declare they will make their best effort, using assigned resources efficiently to achieve expected objectives and the success of the Agreement. FOURTEENTH: Advertising
Page 5 of 7
The Parties cannot use the name of the other, trademark, logos, or any other member’s name of the personnel of the Project in any type of advertising, notices, or news hired with third Parties, nor in its website, except by written authorization of an authorized representative of the other Party. Even though communication of the development of the Project is considered as a component of the same Project, the personnel of the Parties is not allowed to make any public comments regarding technical aspects of the Project before results in acknowledged scientific literature are issued and before the results are verified and, if existing, the intellectual property is registered. FIFTEENTH: Jurisdiction and Competency For all legal purposes, the Parties declare Chilean jurisdiction applicable to the present Contract, establishing as their address the city of Santiago and are subjected to the competency of Courts of Law of Santiago supplementing before them competency in this act. SIXTEENTH: Copies The present Contract is signed in 4 (four) copies, identical content, date and validity, having each Party 2 (two) copies. SEVENTEENTH: Legal capacity Legal capacity of _____________________________________ to represent _____________________________________., is registered in __________________________., issued in public deed on (month)_____ (day) __________________ 201__, issued in the Notary of _______________________in ___________________________, the Legal capacity of Mr. ANDRÉS JOSÉ BENÍTEZ PEREIRA to represent UNIVERSIDAD ADOLFO IBÁÑEZ is issued from the Act of the 222th Ordinary Session of the Board of Directors of Universidad Adolfo Ibáñez, on November 30th, 2015 issued in public deed in the Notary of Mr. René Benavente Cash in Santiago, on December 30th, 2015. As a supporting document the Parties sign the present Agreement in four copies, having the COMPANY two copies and the University two copies as well.
Page 6 of 7
ANDRÉS BENÍTEZ RECTOR UNIVERSIDAD ADOLFO IBÁÑEZ
Page 7 of 7
_____________________________ _____________________________ _____________________________