INTERNATIONAL STRATEGIC ALLIANCE CONTRACT SAMPLE

INTERNATIONAL STRATEGIC ALLIANCE Contract

1. Definition 2. Parties to the Contract 3. Main clauses and sample 3.1 Objectives of the Alliance 3.2 Territory 3.3 Management committee 3.4 Contribution of the parties 3.5 Duration and termination 4. Applicable Law 5. Model Contract www.globalnegotiator.com

1. DEFINITION This contract governs the relationship between two companies located in different countries that desire to achieve joint benefits through the formation of a Strategic Alliance that may have distinct objectives. Some of these may include carrying out a research project, designing and manufacturing new products, providing complementary services, exchanging clients and commercial networks, etc. The Contract outlines the objectives of the Alliance, forms a Management Committee to carry out these objectives, establishes the contributions each party will pay for the financing expenses (preferably 50-50) and establishes the profit sharing. www.globalnegotiator.com

2. PARTIES TO THE Contract

Both parties of the Alliance are registered companies. For each party, the following has to be included: • Name of company, full address and nationality. • Company type: public limited company, limited liability company, etc. • Name and position of company representative who signs the contract. • Tax ID number of both parties.

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3. MAIN CLAUSES AND SAMPLE Some of the most important clauses in the International Strategic Alliance Contract are as follows: • • • • •

Objectives of the Alliance Territory Management Committee Contribution of the parties Duration and termination See sample International Strategic Alliance Contract www.globalnegotiator.com

3.1 OBJECTIVES OF THE ALLIANCE “The Parties confirm their intention to establish and develop the Alliance in accordance with the principles set in this Contract with a view to achieving the success of the Alliance in their mutual best interests”. “Both Parties agree to join resources and endeavours according to the stipulations of the present contract in order to: Alternative A. “Develop jointly ..............................................................................................” Alternative B. “Exploit jointly……………..............................................................................” Alternative C. “Research jointly…………...............................................................................” Alternative D. “Commercialize jointly.....................................................................................” Alternative E. “Produce jointly ……………..........................................................................”

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3.2 TERRITORY

Alternative A. “The territory in which the Alliance is concerned shall be the whole of .................... [mention country or countries].” Alternative B. “The territory in which the Alliance is concerned shall be initially the whole of .................... [mention country or countries], and at a later stage the territory that includes .................... [mention country or countries].”

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3.3 MANAGEMENT COMMITTEE “The Parties shall establish a committee (“Management Committee) responsible for overall organization, direction and management of the Alliance. “The functions of the Management Committee will include........................” “Each Party shall appoint ....... [insert number, usually between 2 and 5] representatives to be members of the Management Committee and shall consult with the other Party before any such appointment or any change in representation.”

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3.4 CONTRIBUTION OF THE PARTIES “It is intended that each Party shall contribute particular knowledge, skills or services to assist the establishment and success of the Alliance. “The general contributions of Company A towards de Alliance shall be ........ ............................. “The general contributions of Company B towards the Alliance shall be ....... ............................. “Each Party shall use all reasonable efforts to provide its contribution to promote the success of the Alliance. Each Party shall be responsible for ensuring that it provides its contribution towards the Alliance using all such diligence and skills as is reasonable in the circumstances.” See sample International Strategic Alliance Contract

3.5 DURATION AND TERMINATION “Both Parties establish that the term of Alliance is to be .......... [1, 2, 3, 5] years. Once completed, the Parties shall reach explicit contract as to the renewal of the contract and the conditions therein. A trial period of .......... [1, 2, 3, 6] months shall be established starting from the commencement of activities by the Alliance, during which either Party may withdraw without any legal bindings” “The following shall be causes for termination of the Alliance..................................................”

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4. Applicable Law

International Law standards are not applied to this type of Contract. The parties are free to submit any conflicts regarding the contract to International Arbitration or to the Laws of the country of one of the parties. They will normally be subject to the Laws of the country where the Alliance is established.

See sample International Strategic Alliance Contract

5. MODEL CONTRACT

In order to obtain the model contract in Word format and the user guide, click on: International Strategic Alliance Contract

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