🤝 Strategic Alliance Agreement Template

ARTICLE I: PARTIES TO THE ALLIANCE

BETWEEN:

[COMPANY 1 FULL LEGAL NAME], a corporation organized and existing under the laws of [State/Country of Incorporation], with its principal office located at [Complete Address of Company 1] (hereinafter referred to as "Company 1"),

AND:

[COMPANY 2 FULL LEGAL NAME], a corporation organized and existing under the laws of [State/Country of Incorporation], with its principal office located at [Complete Address of Company 2] (hereinafter referred to as "Company 2").

Company 1 and Company 2 may be referred to individually as a "Party" and collectively as the "Parties."

ARTICLE II: RECITALS & STRATEGIC OBJECTIVES

WHEREAS, Company 1 is engaged in the business of [Brief Description of Company 1's Business];

WHEREAS, Company 2 is engaged in the business of [Brief Description of Company 2's Business];

WHEREAS, the Parties desire to enter into a strategic alliance to collaborate on [Specific Area of Collaboration, e.g., joint product development, market expansion, technology sharing] for the purpose of achieving mutual strategic benefits, including but not limited to [List 2-3 Key Strategic Benefits, e.g., enhanced market penetration, access to new technologies, shared risk and reward] (the "Alliance").

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

2.1 Primary Objectives:

• To jointly develop and market [Specific Product/Service].
• To expand market presence in [Target Geographic Region or Market Segment].
• To leverage combined technological expertise for [Specific Technological Goal].

2.2 Success Metrics:

The success of this Alliance will be measured by Key Performance Indicators (KPIs) to be mutually agreed upon by the Parties within [Number] days of the Effective Date, which may include [Examples: revenue targets, market share increase, customer acquisition numbers].

ARTICLE III: SCOPE OF COLLABORATION

The Parties agree to collaborate in the following areas (the "Collaboration Activities"):

• Product Development: [Detailed description of joint product development initiatives, roles, and responsibilities].
• Marketing & Sales: [Outline of joint marketing campaigns, sales strategies, co-branding efforts, and target customer segments].
• Distribution Channels: [Arrangements for shared or integrated distribution, logistics, and channel management].
• Research & Development (R&D): [Specific collaborative R&D projects, resource allocation, and expected outcomes].
• Technology Platform Integration: [Details on how technology platforms will be shared, integrated, or co-developed].

ARTICLE IV: CONTRIBUTIONS AND RESOURCES

4.1 Company 1 Contributions:

Company 1 shall contribute the following to the Alliance:

• Financial Investment: USD [Amount], as per schedule in Exhibit A.
• Technology Assets: [Specific technology, IP, patents, software, data to be contributed or licensed].
• Human Resources: [Number and type of personnel, specific expertise, management resources].
• Market Access: [Access to existing customer relationships, distribution networks, market intelligence].

4.2 Company 2 Contributions:

Company 2 shall contribute the following to the Alliance:

• Financial Investment: USD [Amount], as per schedule in Exhibit A.
• Technology Assets: [Specific technology, IP, patents, software, data to be contributed or licensed].
• Human Resources: [Number and type of personnel, specific expertise, management resources].
• Market Access: [Access to existing customer relationships, distribution networks, market intelligence].

Further details of contributions may be specified in Exhibit A, attached hereto and incorporated by reference.

ARTICLE V: GOVERNANCE AND MANAGEMENT

5.1 Alliance Steering Committee:

The Alliance shall be overseen by a Steering Committee composed of [Number, e.g., four] members, with [Number, e.g., two] representatives appointed by each Party. The initial members are listed in Exhibit B.

5.2 Decision Making:

Decisions of the Steering Committee shall be made by [Consensus/Unanimous Vote/Majority Vote with specific deadlock resolution]. In the event of a deadlock, [Deadlock resolution mechanism, e.g., escalation to CEOs, mediation].

5.3 Meetings:

The Steering Committee shall meet [Quarterly/Monthly], or as otherwise agreed, to review progress, resolve issues, and make strategic decisions.

ARTICLE VI: FINANCIAL ARRANGEMENTS

6.1 Cost Sharing:

Costs incurred in connection with the Collaboration Activities shall be shared as follows: [Specify cost allocation model, e.g., 50/50 split, proportional to revenue, specific costs borne by each party].

6.2 Revenue Sharing:

Revenues generated directly from the Collaboration Activities shall be shared as follows: [Specify revenue allocation model, e.g., Company 1: X%, Company 2: Y%], after deduction of mutually agreed direct costs.

6.3 Financial Reporting:

Each Party shall maintain accurate books and records. The Steering Committee shall establish financial reporting procedures.

ARTICLE VII: INTELLECTUAL PROPERTY

7.1 Background IP:

Each Party shall retain all rights, title, and interest in and to its intellectual property existing prior to the Effective Date or developed independently of this Alliance ("Background IP").

7.2 Foreground IP:

Intellectual property developed jointly by the Parties during and within the scope of the Collaboration Activities ("Foreground IP") shall be [Jointly owned, with each party having the right to exploit without accounting to the other / Owned by Party X with a license to Party Y / Other arrangement]. Specific terms are detailed in Exhibit C.

ARTICLE VIII: TERM AND TERMINATION

8.1 Initial Term:

This Agreement shall commence on the Effective Date and continue for an initial term of [Number] years (the "Initial Term"), unless terminated earlier as provided herein.

8.2 Renewal:

This Agreement may be renewed upon mutual written consent of the Parties for additional terms of [Number] year(s) each.

8.3 Termination for Cause:

Either Party may terminate this Agreement upon [Number, e.g., 60] days written notice for material breach by the other Party, if such breach is not cured within the notice period.

8.4 Termination for Convenience:

[Specify if termination for convenience is allowed, e.g., Either Party may terminate this Agreement without cause upon [Number, e.g., 90] days prior written notice to the other Party, effective after the Initial Term.]

8.5 Effect of Termination:

Upon termination, [Procedures for wind-down, return of materials, final accounting, and survival of certain clauses like confidentiality and IP rights].

ARTICLE IX: DISPUTE RESOLUTION

9.1 Negotiation:

The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations between their respective executives.

9.2 Mediation:

If negotiation fails, the Parties agree to submit the dispute to mediation administered by [Name of Mediation Service, e.g., JAMS/AAA] before resorting to arbitration or litigation.

9.3 Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], USA, without regard to its conflict of laws principles.

ARTICLE X: CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of proprietary information received from the other Party for a period of [Number, e.g., five] years from disclosure, subject to standard exceptions.

ARTICLE XI: MISCELLANEOUS

11.1 Entire Agreement:

This Agreement, including all Exhibits, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.

11.2 Amendments:

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties.

11.3 Notices:

All notices shall be in writing and sent to the addresses specified in Article I or as otherwise designated.

IN WITNESS WHEREOF, the Parties hereto have executed this Strategic Alliance Agreement as of the Effective Date.

[End of Document]