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PLAYBOOK TEMPLATES

Research Collaboration Agreement

A Research Collaboration Agreement outlines cooperative research activities between institutions or companies. This playbook discusses IP ownership, publication rights, and funding obligations.

Termination & Exit Rights

Why This Matters: Well-defined termination provisions reduce business interruption risks and protect ongoing operations upon contract exit.

Negotiation strategy

If you're the Institution A:

Ensure termination clauses include sufficient notice periods and transition assistance to protect patient care continuity. Negotiate for favorable wind-down processes to minimize operational disruptions.

If you're the Institution B:

Advocate for clear termination triggers and reasonable post-termination obligations to limit liability. Ensure transition assistance obligations are feasible and well-defined.

Essential elements

1

Termination for Convenience

Allows ending contract with notice.
2

Termination for Cause

Immediate termination for material breach.
3

Transition Assistance

Support for smooth operational handover.

Action framework

ACCEPT

Propose edits if notice periods are too short or transition assistance is vague.

EDIT

Reject clauses that lack clear termination triggers or impose unreasonable obligations.

ADD

Add clauses for post-termination data handling and confidentiality.

PRO TIP

Always ensure termination clauses align with industry-specific regulations to avoid compliance issues.

Example clauses

FAVORABLE

Preferred Termination for Convenience

"The Parties may terminate this Agreement for convenience by providing the other Party with thirty (30) days' prior written notice. Upon such termination, the Parties shall cooperate in good faith to wind down the collaboration in an orderly manner."
NEUTRAL

Standard Termination Notice

"Either Party may terminate this Agreement with sixty (60) days' notice, subject to mutual agreement on wind-down procedures."
UNFAVORABLE

Unclear Termination Triggers

"The Agreement may be terminated at any time without specified cause or notice period."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination clauses include detailed risk mitigation strategies and extended transition assistance to manage potential fallout.

Regulatory Compliance

For contracts involving regulatory compliance, include specific termination provisions that address compliance failures and regulatory audits.

International Agreements

In international agreements, adapt termination clauses to comply with jurisdiction-specific laws and include provisions for cross-border data handling post-termination.
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