Brand Collaboration Agreement (UK)
Brand collaboration agreement for co-branded marketing and products in the UK
BRAND COLLABORATION AGREEMENT
PARTIES
This Agreement is dated [effective date] and is made between:
(1) [full legal name of the first brand], a company incorporated in England and Wales with company number [company number of the first brand], whose registered office is at [registered address of the first brand] (the "First Brand"); and
(2) [full legal name of the second brand], a company incorporated in [jurisdiction of incorporation of the second brand] with company number [company number of the second brand], whose registered office is at [registered address of the second brand] (the "Second Brand"),
each a "Party" and together the "Parties".
BACKGROUND
(A) The First Brand is engaged in the business of [description of the first brand's business].
(B) The Second Brand is engaged in the business of [description of the second brand's business].
(C) The Parties wish to collaborate on a co-branded initiative as further described in this Agreement, on the terms set out below.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following terms have the meanings given to them below:
"Background IP" means all Intellectual Property Rights owned by a Party prior to the date of this Agreement, or developed by a Party independently of the Collaboration.
"Brand Materials" means each Party's trade marks, logos, brand names, trade dress, designs, slogans, imagery, and any other proprietary branding elements as notified by that Party to the other from time to time.
"Business Day" means a day other than a Saturday, Sunday, or public holiday in England and Wales.
"Collaboration" means the co-branded campaign, product, initiative, or project described in Schedule 1 (Key Commercial Terms).
"Collaboration IP" means all Intellectual Property Rights created jointly by or on behalf of both Parties in the course of the Collaboration.
"Collaboration Materials" means all creative assets, content, campaigns, products, and other deliverables produced pursuant to this Agreement.
"Confidential Information" means all information disclosed by one Party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature, but excludes information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already lawfully known to the receiving Party; or (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.
"Intellectual Property Rights" means patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, rights in trade secrets, domain names, and all other intellectual property rights of any kind, whether registered or unregistered, and all applications for the foregoing.
"Term" has the meaning given in Clause 9.
"Territory" means [territory].
1.2 In this Agreement, unless the context otherwise requires: (a) references to clauses are to the clauses of this Agreement and references to schedules are to the schedules to this Agreement; (b) headings are for convenience only and do not affect interpretation; (c) words in the singular include the plural and vice versa; (d) a reference to a statute or statutory provision includes any subordinate legislation made under it and any modification, re-enactment, or replacement of it from time to time; and (e) a reference to "writing" or "written" includes email.
2. SCOPE OF THE COLLABORATION
2.1 Collaboration. The Parties agree to collaborate on the Collaboration in accordance with this Agreement and the details set out in Schedule 1. Each Party shall perform its obligations with reasonable skill and care and shall cooperate in good faith with the other Party to achieve the agreed objectives.
2.2 Relationship managers. Each Party shall appoint a named relationship manager responsible for day-to-day coordination of the Collaboration. Initial contact details are set out in Schedule 1. Either Party may replace its relationship manager by giving written notice to the other Party.
2.3 Changes. Either Party may propose changes to the scope, deliverables, or timeline of the Collaboration. No change shall be binding unless agreed in writing by both Parties.
2.4 Independent activities. Nothing in this Agreement shall restrict either Party's right to continue its existing business activities outside the scope of the Collaboration.
3. FINANCIAL ARRANGEMENTS
3.1 Financial structure. The financial terms of the Collaboration, including any fees, revenue sharing, cost contributions, or other payments, are set out in Schedule 1.
3.2 Costs. Unless otherwise specified in Schedule 1, each Party shall bear its own costs incurred in connection with the performance of its obligations under this Agreement.
3.3 Payment. Where any sums are payable by one Party to the other, the paying Party shall pay such sums within [payment period in days] days of receipt of a valid invoice, by electronic bank transfer to such account as the receiving Party may notify in writing from time to time.
Note: Common UK B2B practice is 30 days from receipt of a valid invoice. 14 days is sometimes seen for smaller engagements. Under the Late Payment of Commercial Debts (Interest) Act 1998 the default payment period for B2B contracts is 30 days; longer than 60 days requires express agreement and must not be 'grossly unfair' to the supplier.
3.4 VAT. All sums payable under this Agreement are exclusive of value added tax, which shall be payable in addition at the prevailing rate upon receipt of a valid VAT invoice.
3.5 Late payment interest. If any amount payable under this Agreement is not paid by the due date, the receiving Party may charge interest on the overdue amount at the rate of [late payment interest margin] per cent per annum above the official dealing rate of the Bank of England (as that rate is fixed for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998 by reference to the rate in force on the preceding 30 June or 31 December), accruing daily from the due date until actual payment, both before and after any judgment.
Note: UK statutory late payment interest is 8% per annum above the official dealing rate of the Bank of England, set under the Late Payment of Commercial Debts (Rate of Interest) (No. 3) Order 2002 (SI 2002/1675). The rate is fixed for six-month periods by reference to the official dealing rate in force on the preceding 30 June or 31 December — it does not float day-to-day. If you choose a contractual rate that is lower than the statutory rate, the Late Payment Act 1998 (s.8) requires you to provide a 'substantial remedy' for late payment, otherwise the contractual rate may be unenforceable and the statutory rate will apply by default.
3.6 Records. Each Party shall maintain accurate financial records relating to the Collaboration for [records retention period in years] years following the end of the Term and shall provide reasonable access to such records on written request for the purposes of verifying compliance with the financial terms.
4. INTELLECTUAL PROPERTY
4.1 Background IP. Each Party retains all right, title, and interest in its own Background IP, including its Brand Materials. Nothing in this Agreement operates to transfer or assign ownership of any Background IP from one Party to the other.
4.2 Licence of Background IP. Each Party grants to the other a non-exclusive, royalty-free, non-transferable, revocable licence to use its Brand Materials and Background IP solely to the extent necessary to carry out the Collaboration, within the Territory, and for the duration of the Term.
4.3 Use of Brand Materials. Each Party shall use the other Party's Brand Materials only in accordance with any brand guidelines or reasonable directions provided by the owning Party, and shall submit all proposed uses for prior written approval, such approval not to be unreasonably withheld or delayed.
4.4 Collaboration IP — choose Option A or Option B. The ownership of Collaboration IP shall be determined under whichever of Option A or Option B is selected and completed in Schedule 1.
Note: Use Option A if you want both Parties to share ownership equally, with each free to exploit the Collaboration IP independently. Use Option B if one Party will own all Collaboration IP and the other receives a perpetual licence-back. Joint ownership under English law can produce uncertainty, particularly around exclusive licensing and enforcement against third-party infringers; Option B (sole ownership with licence-back) is often clearer where one Party creates most of the materials.
Option A — Joint ownership: Collaboration IP shall be jointly owned by the Parties in equal shares. Each Party may exploit Collaboration IP independently without the consent of, or accounting to, the other, save that neither Party may grant an exclusive licence over the Collaboration IP or sub-license it to a third party without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
Option B — Sole ownership with licence-back: All Collaboration IP shall vest in and be owned by [owner of collaboration ip]. With effect from the moment of creation, the other Party hereby assigns to [owner of collaboration ip] with full title guarantee, by way of present assignment of present and future rights, all right, title and interest (including all copyright, design rights, database rights and other Intellectual Property Rights) in any Collaboration IP that would otherwise vest in it. [owner of collaboration ip] grants to the other Party a non-exclusive, royalty-free, perpetual, worldwide licence to use the Collaboration IP for [scope of licence-back].
Note: Under section 90(3) of the Copyright, Designs and Patents Act 1988, an assignment of copyright is only effective if it is in writing and signed by the assignor. Option B uses 'hereby assigns' wording so that the assignment takes effect on signature of this Agreement. For Collaboration IP not yet in existence at signature, the assignment operates in equity until each work is created, at which point it takes effect at law (CDPA 1988 s.91). For high-value IP you may want to consider a confirmatory short-form assignment at the time of delivery.
4.5 Solo Collaboration Materials. Where any Collaboration Materials are created solely by or on behalf of one Party, all Intellectual Property Rights in those materials shall vest in and remain the property of that Party, and that Party shall grant to the other a non-exclusive licence to use those materials for the purposes of the Collaboration during the Term.
4.6 Non-infringement warranty. Each Party warrants that, to the best of its knowledge, any materials it contributes to the Collaboration do not infringe the Intellectual Property Rights of any third party.
4.7 Goodwill. All goodwill arising from the use of a Party's Brand Materials shall accrue to the owning Party.
4.8 Notification of infringement. Each Party shall promptly notify the other if it becomes aware of any actual or suspected infringement of any Intellectual Property Rights used in connection with the Collaboration.
5. CONFIDENTIALITY
5.1 Confidentiality obligation. Each Party shall keep the other Party's Confidential Information strictly confidential and shall not disclose it to any third party without the other Party's prior written consent, except: (a) to its employees, officers, professional advisers, and subcontractors who need to know such information for the purposes of this Agreement and who are bound by obligations of confidentiality no less onerous than those in this Clause; or (b) as required by law, regulation, or any court or regulatory authority of competent jurisdiction, provided the receiving Party gives the disclosing Party prompt prior written notice to the extent permitted by law.
5.2 Survival. The obligations in this Clause 5 shall survive termination or expiry of this Agreement for a period of [confidentiality survival period in years] years, save that the obligations shall continue indefinitely in respect of any Confidential Information that constitutes a trade secret for so long as it remains a trade secret.
Note: Two to three years post-termination is standard in UK B2B commercial agreements. Trade secrets are protected indefinitely so long as they remain secret (see the Trade Secrets (Enforcement, etc.) Regulations 2018, SI 2018/597) — keeping the carve-out for trade secrets avoids the survival period inadvertently extinguishing protection.
5.3 Return on termination. On termination or expiry of this Agreement, each Party shall promptly return or destroy (at the disclosing Party's election) all materials containing the other Party's Confidential Information and, if requested, confirm in writing that it has done so.
6. PUBLICITY AND ANNOUNCEMENTS
6.1 Neither Party shall make any public announcement regarding this Agreement or the Collaboration without the prior written approval of the other Party, such approval not to be unreasonably withheld or delayed. Once approved, the Parties may use each other's name and Brand Materials in agreed marketing materials and press releases in connection with the Collaboration.
7. CONDUCT AND REPUTATION
7.1 Neither Party shall do or permit anything that may bring the other Party or the Collaboration into disrepute or that is likely to materially damage the other Party's reputation or brand.
8. WARRANTIES AND LIMITATION OF LIABILITY
8.1 Mutual warranties. Each Party warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation on it; (c) its entry into and performance of this Agreement will not breach any other agreement to which it is a party or infringe the Intellectual Property Rights of any third party; and (d) it is the owner of, or is duly authorised to use and license, the Brand Materials and any other Intellectual Property Rights it contributes to the Collaboration.
8.2 Exclusion of implied terms. Save as expressly set out in this Agreement, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.
Note: Implied terms about reasonable skill and care apply by default to services under section 13 of the Supply of Goods and Services Act 1982. Any exclusion or restriction of liability for negligence (other than death or personal injury — see Clause 8.3) is subject to the reasonableness test in section 11 and Schedule 2 of the Unfair Contract Terms Act 1977 (UCTA 1977). Treat any aggressive exclusion as reasonableness-sensitive — particularly if either Party is dealing on the other's written standard terms.
8.3 Uncapped liabilities. Nothing in this Agreement shall limit or exclude either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
Note: Under section 2(1) of the Unfair Contract Terms Act 1977, liability for death or personal injury caused by negligence cannot be excluded. Liability for fraud or fraudulent misrepresentation cannot be excluded as a matter of English public policy. The carve-outs in 8.3 are mandatory — do not delete them.
8.4 Excluded loss. Subject to Clause 8.3, neither Party shall be liable to the other for any indirect, consequential, or special loss, loss of profit, loss of revenue, loss of goodwill, or loss of anticipated savings, howsoever arising and whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
8.5 Aggregate liability cap. Subject to Clauses 8.3 and 8.4, each Party's total aggregate liability to the other under or in connection with this Agreement shall not exceed [liability cap], save that the cap does not apply to: (a) the paying Party's obligation to pay undisputed sums properly invoiced under this Agreement; or (b) any liability that cannot be limited or excluded under Clause 8.3.
Note: UK SME commercial agreements commonly cap aggregate liability at 1x to 2x fees paid (or payable) in the prior 12 months, or a fixed sum proportionate to deal size. The unpaid-fees carve-out in (a) is standard — without it, a paying Party could in theory escape its core payment obligation by relying on the cap. You may also want to consider negotiating further carve-outs (above the cap) for breach of confidentiality, breach of data protection obligations, IP indemnity, or wilful misconduct, depending on deal risk.
9. TERM
9.1 This Agreement shall commence on the date set out above and shall continue until [term duration], unless terminated earlier in accordance with this Agreement (the "Term").
10. TERMINATION
10.1 Termination for convenience. Either Party may terminate this Agreement by giving the other Party not less than [convenience notice period in days] days' prior written notice.
10.2 Termination for cause. Either Party may terminate this Agreement with immediate effect by written notice if the other Party: (a) commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy that breach within [cure period in days] days of receiving written notice specifying the breach and requiring its remedy; (b) becomes unable to pay its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986), enters into administration, has a receiver or administrative receiver appointed over any of its assets, enters into any arrangement or composition with its creditors, passes a resolution for winding-up (other than for the purposes of a solvent reconstruction), or ceases or threatens to cease carrying on business; or (c) undergoes a change of control without the other Party's prior written consent.
Note: Since 26 June 2020, section 233B of the Insolvency Act 1986 (inserted by the Corporate Insolvency and Governance Act 2020) restricts suppliers of goods or services from terminating contracts on customer insolvency. Brand collaboration agreements may or may not fall within s.233B depending on the nature of the deliverables. If insolvency-driven termination is commercially important, take advice — a financial-deterioration trigger structured to circumvent s.233B may itself be challenged.
10.3 Termination for reputational damage. Either Party may terminate this Agreement with immediate effect by written notice if the other Party engages in conduct that, in the reasonable opinion of the terminating Party, materially damages or is likely to materially damage the terminating Party's reputation or brand.
10.4 Effect of termination. On termination or expiry of this Agreement: (a) each Party shall immediately cease using the other Party's Brand Materials and Confidential Information; (b) any licences granted under this Agreement shall terminate, save that each Party may continue to use the Collaboration IP in accordance with Clause 4; (c) each Party shall promptly return or destroy all materials containing the other Party's Confidential Information; and (d) termination shall not affect any rights, remedies, obligations, or liabilities that have accrued prior to termination.
10.5 Sell-through (optional — delete if not used). Where termination is not for the other Party's material breach or insolvency, each Party may continue to sell existing stock of co-branded products for a period of [sell-through period in days] days following the date of termination.
Note: Include Clause 10.5 only if the Collaboration involves physical co-branded products. Delete this clause and its placeholder if the Collaboration is purely digital, marketing-led, or services-based.
11. DATA PROTECTION
11.1 Each Party shall comply with all applicable data protection legislation, including the United Kingdom General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in connection with any personal data processed in the course of the Collaboration. Where either Party processes personal data on behalf of the other in connection with this Agreement, the Parties shall enter into a separate data processing agreement on terms compliant with applicable data protection legislation prior to that processing commencing.
Note: If either Party will act as a processor of the other's personal data, UK GDPR Article 28(3) requires a written contract covering eight specific items: (a) processing only on documented instructions; (b) confidentiality obligations on personnel; (c) appropriate security measures (Article 32); (d) sub-processor restrictions and written authorisation; (e) assistance with data subject rights; (f) assistance with the controller's Articles 32–36 obligations; (g) deletion or return of all personal data on termination; and (h) the controller's audit and information rights. The contract must also describe the subject matter and duration, nature and purpose, types of personal data, and categories of data subjects. A separate UK GDPR-compliant DPA is the cleanest way to cover these requirements.
12. FORCE MAJEURE
12.1 Force majeure event. Neither Party shall be in breach of this Agreement or otherwise liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control, including acts of God, fire, flood, earthquake, storm, pandemic, epidemic, war, terrorism, civil unrest, governmental action, or industrial action (a "Force Majeure Event"), provided that the affected Party promptly notifies the other Party in writing and uses reasonable endeavours to mitigate the effects of the Force Majeure Event.
12.2 Payment obligations. Force Majeure shall not excuse a Party's obligation to pay any sum properly due under this Agreement.
12.3 Long-stop termination. If a Force Majeure Event continues for more than [force majeure long-stop period in consecutive days] consecutive days, either Party may terminate this Agreement by giving written notice to the other Party.
Note: English law does not imply force majeure relief, and the common-law doctrine of frustration is narrow. A Force Majeure Event should be a true external shock — internal events such as a Party's own financial difficulty, a cyber-attack on a Party's own systems caused by its own failure to maintain reasonable security, or industrial action affecting only one Party's workforce, are commonly excluded. 60 to 90 days is a typical long-stop window.
13. GENERAL
13.1 Entire agreement. This Agreement (including its Schedule) constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings, and arrangements between them, whether written or oral, relating to its subject matter. Each Party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, or undertaking that is not expressly set out in this Agreement. Nothing in this Clause 13.1 shall limit or exclude any liability for fraud or fraudulent misrepresentation.
Note: Under section 3 of the Misrepresentation Act 1967, a clause excluding or restricting liability for misrepresentation is only effective so far as it satisfies the Unfair Contract Terms Act 1977 reasonableness test. The carve-out at the end of Clause 13.1 makes the position on fraud explicit — fraud cannot be excluded as a matter of English public policy.
13.2 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party.
13.3 Waiver. No failure or delay by a Party in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.4 Severability. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted without affecting the validity and enforceability of the remaining provisions.
13.5 Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
13.6 Subcontracting. Either Party may engage subcontractors to assist with its obligations under this Agreement, provided it remains primarily responsible for the performance of those obligations and ensures that any subcontractor is bound by equivalent confidentiality and intellectual property obligations.
13.7 Third party rights. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.
13.8 Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
13.9 Anti-bribery. Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not engage in any activity, practice, or conduct that would constitute an offence under sections 1, 2, or 6 of that Act.
13.10 Non-solicitation. During the Term and for a period of [non-solicitation period in months] months after termination or expiry, neither Party shall, without the prior written consent of the other Party, directly solicit or entice away any employee of the other Party who has been materially involved in the Collaboration. This Clause 13.10 shall not prevent general recruitment advertising not specifically targeted at the other Party's employees.
13.11 Notices. Any notice given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post, or sent by email to the address of the relevant Party set out in Schedule 1 (Notice details), or as otherwise notified in writing. A notice shall be deemed received: if delivered by hand, at the time of delivery; if sent by pre-paid first-class post, at 9:00 am on the second Business Day after posting; or if sent by email, at the time of transmission, provided no bounce-back or error notification is received and provided that delivery on a non-Business Day or after 5:00 pm on a Business Day shall be deemed to occur at 9:00 am on the next Business Day.
13.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement. Transmission of an executed counterpart by email (in PDF or equivalent format) shall constitute valid delivery.
13.13 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
13.14 Survival. The following provisions shall survive termination or expiry of this Agreement: Clause 1 (Definitions and interpretation), Clause 4 (Intellectual property — to the extent of ownership and Collaboration IP provisions), Clause 5 (Confidentiality), Clause 8 (Warranties and limitation of liability), Clause 10.4 (Effect of termination), Clause 13.10 (Non-solicitation), and this Clause 13.
SIGNATURES
Signed for and on behalf of the First Brand
Signature: __________________________
Name: [signatory name of the first brand]
Title: [signatory title of the first brand]
Date: [signature date of the first brand]
Signed for and on behalf of the Second Brand
Signature: __________________________
Name: [signatory name of the second brand]
Title: [signatory title of the second brand]
Date: [signature date of the second brand]
SCHEDULE 1 — KEY COMMERCIAL TERMS
Note: Complete this Schedule before execution. In the case of conflict between this Schedule and the body of the Agreement, the body of the Agreement prevails (save where this Schedule is the only place a particular figure is stated).
Part A — Parties and Effective Date
Effective Date: [effective date]
Full Legal Name of the First Brand: [full legal name of the first brand]
Company Number of the First Brand: [company number of the first brand]
Registered Address of the First Brand: [registered address of the first brand]
Description of the First Brand's Business: [description of the first brand's business]
Full Legal Name of the Second Brand: [full legal name of the second brand]
Jurisdiction of Incorporation of the Second Brand: [jurisdiction of incorporation of the second brand]
Company Number of the Second Brand: [company number of the second brand]
Registered Address of the Second Brand: [registered address of the second brand]
Description of the Second Brand's Business: [description of the second brand's business]
Part B — The Collaboration
Collaboration description: [description of the co-branded campaign, product, initiative, or project]
Objectives: [commercial, marketing, creative, or other objectives]
Deliverables: [list of key deliverables and the responsible party for each]
Timeline and milestones: [key dates, phases, and deadlines]
Territory: [territory]
Channels and platforms: [e.g. social media, retail, out-of-home, digital, broadcast]
Part C — Financial Structure
Financial structure: [fee, revenue share, cost contribution, profit split, or no financial consideration]
Amount or percentage: [specify amounts or percentages]
Payment schedule: [e.g. milestone-based, monthly, on execution, on delivery]
Expense allocation: [how campaign and production costs are shared between the parties]
Payment Period in Days: [payment period in days]
Late Payment Interest Margin (per cent): [late payment interest margin]
Records Retention Period in Years: [records retention period in years]
Part D — Approval and Governance
Approval process: [e.g. each party must approve final creative within a specified number of business days]
Relationship Manager Name of the First Brand: [relationship manager name of the first brand]
Relationship Manager Title of the First Brand: [relationship manager title of the first brand]
Relationship Manager Email of the First Brand: [relationship manager email of the first brand]
Relationship Manager Name of the Second Brand: [relationship manager name of the second brand]
Relationship Manager Title of the Second Brand: [relationship manager title of the second brand]
Relationship Manager Email of the Second Brand: [relationship manager email of the second brand]
Part E — Intellectual Property (Clause 4.4)
Collaboration IP option chosen (A or B): [option a — joint ownership / option b — sole ownership with licence-back]
If Option B: Owner of Collaboration IP: [owner of collaboration ip]
If Option B: Scope of Licence-back: [scope of licence-back]
Part F — Term, Termination, and Other Periods
Confidentiality Survival Period in Years: [confidentiality survival period in years]
Liability Cap: [liability cap]
Term Duration: [term duration]
Convenience Notice Period in Days: [convenience notice period in days]
Cure Period in Days: [cure period in days]
Sell-through Period in Days (only if Clause 10.5 retained): [sell-through period in days]
Force Majeure Long-stop Period in Consecutive Days: [force majeure long-stop period in consecutive days]
Non-Solicitation Period in Months: [non-solicitation period in months]
Part G — Notice Details
First Brand — Notice Contact Name: [notice contact name of the first brand]
First Brand — Notice Postal Address: [notice postal address of the first brand]
First Brand — Notice Email Address: [notice email address of the first brand]
Second Brand — Notice Contact Name: [notice contact name of the second brand]
Second Brand — Notice Postal Address: [notice postal address of the second brand]
Second Brand — Notice Email Address: [notice email address of the second brand]
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