Partnering Agreements

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Information Technology Outsourcing
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CPI Partnering Agreements

The CPI Partnering Agreements are a collection of Joint Venture, Strategic Alliance and Partnering agreements. There are over 180 agreements organized into 12 modules grouped by interest area.

Information Technology agreements are distributed among several of the modules. To help you identify them, we've culled them out and provide you below with a short description of each one.

These are real agreements that have been used by real companies in a variety of industries encompassing a wide range of deal structures and situations, at least one of which is likely to fit your situation. They illustrate common outsourcing practices, provisions and deal structures.

All forms and agreements are provided in MS Word format. See table of contents for more details.

Master Table of Contents - Order Your Copy

Information Technology
Agreement Descriptions
  • Module 1 - Marketing, Sales and Distribution Agreements (26 agreements)
    • Exclusive Concession Agreement - Agreement to distribute software in France providing the distributor exclusivity, the right to appoint sub distributors and the right to grant sublicenses
  • Module 2 - Supply and Sourcing Related Agreements (26 agreements)
    • Value-Added Reseller-OEM Agreement - Value Added Reseller integrates certain software into its software product and distributes the resulting integrated product
    • OEM License Agreement - The right to incorporate software into cable modem products and redistribute the resulting product
    • Strategic Supplier Agreement - A long term alliance to supply products, including a joint effort to explore, devise, evaluate, and implement practices to reduce total supply chain costs while permitting both parties to share the benefits of such advanced practices
    • Distributor Agreement - Supply of specialized software for distribution in the U.S. and Canada
    • Alliance and Co-Marketing Agreement - Supply of software to be jointly marketed and sold in conjunction with the sales of services from a major Consulting Company
  • Module 3 - Financing and Equity Related Agreements (10 agreements)
    • No IT Agreements
  • Module 4 - Product and Technology Development Agreements (15 agreements)
    • Order Fulfillment Agreement - Jointly develop a computer and customer service interface for the purposes of transacting small order transactions via an on-line store with the retailer partner conducting marketing and merchandising and the fulfillment partner taking responsibility for picking, packing and shipping the orders
    • Product Development and Distribution Agreement - Development of interoperability between complementary hardware and software printing systems and the distribution of the result through Xerox distribution channels
    • Statement of Work and Network Access Agreement - Deployment of an electronic commerce service used by businesses to manage purchasing activities
    • Technology Development Agreement - A three phase development agreement in which additional functionality and capability is added to the junior partner's existing software engine that permits businesses to manage their supply chain and procurement activities through public and private marketplaces
    • Operating Agreement - Cooperative development, marketing, sale and distribution of a new data collection, processing, storage, analysis and reporting service in which Nielsen makes an equity investment in its Junior Partner
  • Module 5 - Joint Venture Agreements (12 agreements)
    • Contractual Joint Venture Contract - Establishment of a jointly owned Internet Technology Service Provider in China
    • Joint Venture Agreement - Creation of a Joint Venture entity to market, distribute, license and supporting computational chemistry software products in Japan (Includes Distributorship Agreement, Stock Purchase Agreement and License Agreement)
  • Module 6 - Dissolution, Restructuring and Termination Agreements (5 agreements)
    • No IT Agreements
  • Module 7 - Letters of Intent, Term Sheets, Letter Agreements and MOUs (11 documents)
    • We recommend this module as a general complement to any of the other modules.
  • Module 8 - Outsourcing Master Agreements (19 agreements)
    • Master Services Agreement - Outsourcing of human resources and accounts payable services and associated processes (including collection of time and attendance data; calculation, reporting, payment of and accounting for pay and deductions; responding to and resolving employee payroll issues and inquiries; capturing, tracking, modifying and reporting all human relations related data (including current, terminated, vested, deceased, and annuitant employees); operating and maintaining the information technology environment which support human resources related processes; managing reimbursement of employee business expenses)
    • Master Services Agreement - An extensive and detailed 80+ page agreement (with over 100 pages of exhibits) for the outsourcing of the Human Resources function of a Fortune 500 corporation (services include both Human Resources and related Information Technology services)
    • Framework Agreement - Outsourcing of human resources by a large multinational corporation with employees in many countries (outsourced services include training; organizational development; HR strategy; labor relations; expatriate relocation and administration; HR information services; employee records; benefits; compensation; employee relations; compliance; vendor administration; payroll; employee development; resourcing and recruiting; severance; performance management; domestic relocation administration; HR Information Technology; automating transactions and employee access by implementing an online human resources portal; consolidating human resource transactions and support activities into service centers containing call center technology, knowledge base, case management and work flow data warehousing; implementing best practice human resources processes and procedures; rationalizing and integrating other third party service providers) (the servicer gets an exclusive first right to offer to provide HR services with the opening of each new country)
    • Framework Agreement For Information Technology - A framework agreement to make it easy for General Motors and its many affiliates to purchase software and related services from an information technology vendor through the issuance of Requests For Proposal followed by a time-efficient and cost-effective manner contracting process
    • Master Services Agreement - A large brokerage firm outsources information technology services to a systems integrator that specializes in the financial services industry
    • Master Development Agreement - Long term agreement to develop, create, test, and deliver software programming on a project by project basis
    • Master Services Agreement - A Fortune 50 company outsources Information Technology services and software development on behalf of itself, its affiliates and its joint ventures (services to be provided on a project by project basis)
    • Professional Services Agreement - Short Form master services agreement for the outsourcing of Information Technology services and software development (services to be provided on a project by project basis)
    • Professional Services Agreement - Standard Form master services agreement for the outsourcing of Information Technology services and software development (services to be provided on a project by project basis)
    • Information & Support Services Contract - Standard Form master services agreement for the outsourcing of Information Technology services and software development (services to be provided on a project by project basis)
    • Professional Services Agreement - Standard Form master services agreement for the outsourcing of Information Technology services and software development (services to be provided on a project by project basis)
  • Module 9 - Outsourcing of Information Technology Agreements (10 agreements)
    • Data Management Outsourcing Agreement - Outsourcing of certain information-technology services
    • Outsourcing Services Agreement - Information technology outsourcing of multiple data centers (services include Back-Office Support including customer billing; customer collections; financial reporting and analytical support; certain insurance coverages; Vendor Management including negotiating vendor contracts; payments to vendors and landlords, provisioning certain vendor services; Sales and Customer Support including customer support; sales and renewals; Operations including facility management; security services; facilities maintenance; Strategic Functions including strategy planning, capital investment advice, business and corporate development advice)
    • Information Technology Services Agreement - Information Technology outsourcing to consolidate and migrate directory publishing existing systems across a large telephone company
    • Consulting Agreement - An initial 8 week engagement to assess to develop the basis for a strategic outsourcing of Information Technology services
    • Systems Services Agreement - Outsourcing of information technology systems and software applications development, maintenance and enhancement for human resources related matters
    • Technical Services Agreement - Outsourcing of applications support (excluding software development, maintenance and enhancement) to support information technology related to human resources
    • Consulting Letter - A temporary interim letter agreement for the configuration and establishment of a functioning hosting environment prior to formalizing a long term agreement for a technology company to outsource the long term hosting of an ASP service
    • Professional Services Agreement - A telecommunications company outsources computer integration consulting and training services (services defined on a project by project basis)
    • Professional Services Agreement - Short Form software development agreement
    • Software Development Agreement - A large enterprise software company outsources the funding, development and marketing of a specialized version of its enterprise software
  • Module 10 - Outsourcing of Manufacturing Agreements (15 agreements)
    • No IT Agreements
  • Module 11 - Outsourcing of Business Processes Agreements (31 agreements)
    • Administration and Marketing Services Agreement - Outsourcing of administrative, accounting, financial, marketing and project support services
    • Agreement - Bank outsources the provisioning of credit monitoring services for its credit card customers
    • Agreement For Services Administration - Bank outsources credit fraud prevention, detection, monitoring and notification services and in exchange permits the outsourcer to market its offerings to the Bank's customers
    • Management Services Agreement - A check processing company outsources almost all of its functions to a consulting company (paid on a cost-plus and performance bonus basis) which in turn assigns several of its own customer contracts to the check processing company (the extensive set of services to be provided include purchasing of all services and goods; advertising and customer acquisition activities; establishing pricing and packaging for customer services; strategic market advice and service direction for each line of business; planning product and service enhancements; negotiating and signing all customer contracts as well as contracts with other service providers; supervising the administration and monitoring the performance of all services provided to customers; maintaining office facilities and providing internal data processing services; internal executive and administrative services; cash management and risk management advice; bookkeeping; preparing monthly financial reports; furnishing financial advice and services including preparation of operating budgets; preparing business proposals to be presented to the Board of Directors; preparation and distribution of materials for Board of Directors meetings; preparation of shareholder reports; coordinating the provision of legal advice and counsel; obtaining and maintaining all required government licenses; effecting loans and investments)
    • Agreement for Billing and Collection Services for Directory Publishers - Telephone company provides billing and collection services to a company in the business of publishing hard copy and electronic telephone directories and generating revenue by selling related advertising
    • Management Agreement - Owner of a website outsources website operations (services include modifications; management; operation; maintenance; marketing; distribution; advertising; management of affiliate programs)
    • Service Agreement - An established major charge card processing company provides back room data processing and other related services to a small charge card issuer in a rapidly growing market
    • Services Agreement - A major vendor of consumer financial software outsources the insurance related services it offers to its customers, to a leading provider of on-line insurance quotations and applications
  • Module 12 - Outsourcing - General Agreements (14 agreements)
    • Contract for Turnkey Construction Project - The design and construction of an innovative warehousing system including 26 distribution center facilities that represent the essence of a new business and its business model
    • Development Agreement - The developer and manufacturer of biometric security systems outsources the development of a new biometric imaging technology and related products and services to a company that specializes in imaging components and products
Customization Assistance and Telephone Consultations

Help is available if you would like assistance in selecting, modifying or using any of these documents. The lawyer who compiled them is available at reasonable rates to help you. Mr. Sahakian can be reached by calling 888-Lean-Law (888-532-6529) (call 847-677-1457 outside the US). Ask for Heidi.

Curt Sahakian, Attorney at Law, Chicago, Illinois USA CurtSahakian.com

Other Recommendations

 

Corporate Partnering - A How-To Handbook - A practical 296 page handbook on forming Joint Ventures, Strategic Alliances, Partnerings. Includes over 100 partnering examples. How to use 25 basic partnering agreements and 10 basic partnering structures; 7 funding techniques; 8 ways to handle deadlocks; the 5 basic buy/sell structures; The "Deadly Dozen" most dangerous mistakes; How to use a unique tool called a "deal sheet" - a tool that walks you step-by-step through the deal formulation process; "...a concrete, practical, step-by-step guide...over 100 partnering examples... explains how to use 25 basic partnering agreements...outlines the value and use of 'deal sheets'..."

Table of Contents - Order Your Copy


Sahakian's Key Partnering Checklists - Checklists for: Marketing and Distribution Agreements, License Agreements, R&D Agreements, Manufacturing/Supply, Outsourcing, Facilities Management, Guarantees, Letters of Credit, Proprietary Rights, and Non-competition Agreements. Also includes the CPI Legal Fee Guidelines. 165 pages

Table of Contents - Order Your Copy


The CPI Deal Making Kit - The CPI Deal Making Kit is a set of documents and templates designed to help you glue together and close your deals. (provided in MS Word format files)

Includes:6 Letters of Intent, 4 Deal Sheets, 1 Memorandum of Understanding, 8 deal agreements (3 Deal Sheet Agreements, 5 NDAs, a Finders agreement), a Multi-Purpose Addendum and Letter of Amendment and exhibit and schedule forms.

More Information - Table of Contents - Order Your Copy


The CPI Acquisitions Kit -

  • 3 Different Asset Purchase Letters of Intent
  • 3 Different Stock Purchase Letters of Intent
  • 2 Different Stock Swap / Stock Purchase Deal Sheets
  • 1 Deal Sheet Agreement for a Joint Venture with Equity Investment
  • 1 Detailed Term Sheet for Merger of Two Companies into a Surviving Company
  • 1 Letter of Intent for a Merger of Two Companies into a Surviving Company
  • 3 Different Letters of Intent for purchase of bankrupt or financially troubled companies
  • 1 Acquisition Due Diligence Information Request Letter
  • 1 Acquisition Due Diligence Non-Disclosure Agreement

More Information - Table of Contents - Order Your Copy


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