Partnering Agreements

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Table of Contents
The CPI Partnering Agreement Set

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Partnering Agreements
 
Module 1 -
Marketing, Sales and Distribution Agreements

These are partnering and alliance agreements relating to the sales, marketing and/or distribution of goods and services.

  1. Consulting, Promotion and Marketing Letter Agreement - The outsourcing of marketing and revenue generation activities by an attorney referral service
  2. Marketing Alliance Agreement - An experienced marketer of dental cooperative marketing programs assists a publisher of legal directories to launch a cooperative marketing program for lawyers by providing expertise in selling memberships in such programs to professionals and in promoting such services to the public
  3. Marketing, Development, License and Software Agreement - An experienced US Internet advertising and marketing firm assists a Chinese company to establish a Chinese Internet advertising and marketing business using the US company's trademarks, software and expertise
  4. Website Affiliation Agreement - Outsourcing to an advertising and marketing agency the exclusive right to sell all advertising on a web site
  5. Interactive Marketing and Distribution Agreement - Promotion and distribution by major online presence of Stamps.com services and software
  6. Marketing Agreement - An exclusive distribution relationship in which a major PC manufacturer promotes and distributes, in its packaging and desk top icons, the products and services of a major internet service provider
  7. Co-Branded XMS Service Marketing Agreement - A major issuer of charge cards to market a co-branded version of a yet to be developed outsource business travel and entertainment expense management service
  8. Marketing Cooperation Agreement - A strategic alliance between two appliance makers (one of which is a shareholder in the other) in which the two competitors agree to engage in a variety of marketing cooperation efforts to increase market penetration by both parties through (i) expansion distribution channels, (ii) co-branding, housebranding and private labeling, and (iii) coordination of promotional activities
  9. Cross Promotion Agreement - Cross promotion of each partner's services to existing customer base of the other as well as joint promotion of both of their services to new prospects
  10. Healthcare Information Marketing Agreement - A major provider of goods and services to the healthcare industry will (i) provide health care content for distribution by a publisher of news and content to wireless PDA and smartphone subscribers and also (ii) sell the wireless PDA and smartphone services through its distribution channels with both companies sharing revenue from these activities
  11. Interactive Marketing Agreement - A major seller of travel and hospitality services to market and promote credit cards and credit related services to it customers
  12. Revenue Sharing Agreement - Sharing of revenue from distribution of videos
  13. Code Share and Revenue Sharing Agreement - To combine airline routes to jointly market combined multiple stop airline trips, including sharing of revenue and costs
  14. Strategic Marketing Alliance Agreement - Promotion of expense management software by charge card issuer who will engage in lead generation and referral activities and will receive performance based sales commissions
  15. Distributor Agreement - Online distribution of software in downloadable form
  16. Marketplace Participation Agreement - Participation of an airline in a major on-line travel marketplace in which the airline provides unpublished fares which are matched to prospective customers
  17. Alliance Agreement - Worldwide joint marketing and sales of mutually complimentary services including team selling and joint delivery of services
  18. Retail Agreement - Agreement between two competitors permitting the smaller competitor to fill in gaps of the larger competitor's line of services
  19. Master Agreement - Joint marketing and selling of mutually complimentary software applications and services
  20. Joint Marketing Agreement - Maintenance of a Joint advertising and Marketing relationship between a Parent Corporation (a provider of wholesale and retail telecommunications services) with a subsidiary that is a pioneer in VOIP technology, in preparation of turning the subsidiary into a Joint Venture entity with multiple owners
  21. Strategic Marketing Agreement - Marketing and distribution of facilities management software
  22. Call Center and Telemarketing Agreement - Supply of call center and marketing services to a prepaid legal services plan
  23. Distributor Agreement - Exclusive distribution rights including the right to sublicense
  24. Interactive Marketing Agreement - A marketing relationship in which the Senior Partner promotes and distributes a jointly developed software system that permits businesses to manage their supply chain and procurement activities through public and private marketplaces
  25. 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
  26. Strategic Alliance Agreement - Intertwined cross selling and cross marketing relationship between a health plan and a pharmacy that fulfills prescriptions by mail

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Module 2 -
Supply and Sourcing Related Agreements

These are partnering and alliance agreements related to the supply and sourcing of goods and services.

  1. Wafer Purchase Agreement - A long-term supply agreement in which one company will build a silicon wafer plant and the other will buy the production from that plant
  2. OEM Supply Agreement - Long-term supply agreement for printing hardware components and ink
  3. OEM Purchase and Development Agreement - Long-term supply agreement
  4. Reseller Agreement - A long-term supply agreement under which the Reseller purchases products for resale and incorporation into its own products
  5. Supply Agreement as Part of Litigation Settlement - Long-term supply agreement for resale and distribution
  6. Outsource License and Supply Agreement - A long term cost-plus supply agreement that automatically applies to all purchase orders - the supplier being obligated to establish a Chinese joint venture entity to fulfill such orders and the customer being obligated to provide the supplier with certain licenses in order to permit the manufacture of the products
  7. Value-Added Reseller-OEM Agreement - Value Added Reseller integrates certain software into its software product and distributes the resulting integrated product
  8. Exclusive Output Agreement - Exclusive rights to all of a production house's output
  9. Outsourcing Exclusive Supply Agreement - A short-term exclusive supply agreement that automatically renews for one-year terms
  10. OEM License Agreement - The right to incorporate software into cable modem products and redistribute the resulting product
  11. Reseller Agreement - Long term reseller agreement with a conditional Technology Escrow and Manufacturing License to protect the reseller in the event of non-performance of supplier
  12. Technology License and Reseller Agreement - Long term non-exclusive technology license to permit manufacture of products with licensor getting in return the right to resell the manufactured products back to the licensor
  13. International OEM Agreement - Long term supply agreement for chips, switches and software to be resold internationally
  14. Distribution Agreement - Distribution of hybrid fiber coax cable through a systems integrator and distributor of end-to-end networking solutions
  15. Wood Fiber Supply Agreement - Long term supply agreement between a Joint Venture entity and one of its owners for the supply of wood fiber for use in manufacturing fiberboard
  16. Manufacturing and Supply Agreement - Bilateral agreement to (a) cross license proprietary technology relating to the manufacture of devices, reagents and proprietary antigens related with pharmacological, toxicological and clinical applications, and (b) the cross supply of such devices, reagents and proprietary antigens to each other
  17. Reseller Supply Agreement - Supply of recorder units to be resold as part of a bundled offering
  18. 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
  19. Supply Agreement - An agreement to supply a portion of the timber harvested on certain lands
  20. Agreement for Supply of Material - Supply of a proprietary vaccine to be used in clinical studies relating to certain monoclonal antibodies coupled with an obligation to engage in good faith negotiations toward a long term supply agreement for the vaccine
  21. Distributor Agreement - Supply of specialized software for distribution in the U.S. and Canada
  22. Non-Exclusive Distribution Agreement - Supply of equipment to be distributed into the Japanese market
  23. Retail Distribution Agreement - Resale of electronic products through a big box office supplies retailer
  24. Collaboration Agreement - Supply and joint marketing of Corian surfaces materials
  25. 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
  26. Credit Card Alliance Agreement - A Bank service company provides credit card issuing capabilities to Paypal

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Module 3 -
Financing and Equity Related Agreements

These are partnering and alliance agreements which involve the investment (in the form or equity, debt or other) of one partner in the business of another.

  1. Manufacturer Financing Purchase Order Assignment Agreement - Finance company buys raw materials, the manufacturer makes and ships goods, the finance company collects customer payments to reimburse the cost of the raw materials and the financing fees, and then finally passes on to the manufacturer what is left
  2. Contribution of Assets to Junior Partner - Contribution of assets by a Parent Corporation to a subsidiary that provides document imaging solutions in preparation for the spin-off of the subsidiary to new shareholders
  3. Business Advisory Agreement - Business advisory services in exchange for equity
  4. Administrative Services Agreement - In preparation for a subsidiary's IPO, Parent and Subsidiary enter into an agreement extending the provision of administrative, financial, management and other services by Parent to Subsidiary
  5. Letter of Agreement - Establishment of a strategic relationship between partners after the joint acquisition of the third company in which one of the partners has a preexisting contractual and equity relationship
  6. Fundraising Agreement - Supplier of management services agrees to raise $4 million from third parties for its customer
  7. Cable Advertising Agreement - Acquisition of $5,000,000 of cable advertising in exchange for issuing a $40,000,000 note (and accepting the related loan of $40,000,000 in return) which note is convertible into equity
  8. Reseller Agreement - Maintenance of distribution relationship between a Parent Corporation and a subsidiary in preparation for the spin off of the subsidiary to new shareholders
  9. Definitive Agreement - Large telephone company invests in a provider of networking products and services, then resells the smaller company's products and services
  10. Agreement of Strategic Relationship - Toy company obtains Movie related license rights and in turn issues stock warrants to the production house

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Module 4 -
Product and Technology Development Agreements

These are partnering and alliance agreements related to the development of new products or technologies.

  1. Collaboration Agreement - Develop new genes to produce new agricultural products by combining one of the partner's intellectual property rights and expertise in the rearrangement of DNA and the other partner's expertise in the genetic modification of plants
  2. Collaborative Research and Development Agreement - A three phase project to use one partner's biotechnology and gene shuffling competencies to develop carbon sequestration technologies
  3. Collaboration Agreement - Develop, manufacture, market and sell biomedical scanners and associated software
  4. Proprietary Drug Development and Marketing Agreement - Collaboration between to pharmaceutical companies to develop certain proprietary drugs more efficiently and effectively than either could alone
  5. 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
  6. Pharmaceutical Marketing, Distribution and Development Agreement - Agreement to complete clinical trials, obtain regulatory approval and then commercialize the approved pharmaceuticals in defined markets utilizing a detailed joint committee decision making structure with one partner obtaining exclusive distribution rights in a defined territory
  7. 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
  8. Statement of Work and Network Access Agreement - Deployment of an electronic commerce service used by businesses to manage purchasing activities
  9. 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
  10. Joint Commercialization Agreement - Joint clinical development and commercialization in European Union of certain dendritic cell technology and cell-based immunotherapy products developed through a prior Research and License Agreement
  11. Research and License Agreement - Collaborative research to create improvements to dendritic cell technology, discover new immunotherapy targets, and develop new cell-based immunotherapy products to prevent or treat diseases resulting in joint commercialization rights
  12. Operating Agreement - Integration of Pitney Bowes equipment leasing services with the hardware and software sales activities of its Junior Partner
  13. Cooperation Agreement - Joint development of compatible hardware and software specifications and joint sales and joint marketing efforts for the resulting compatible hardware and software products
  14. 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
  15. Co-Production Agreement - Agreement to develop, produce, finance and distribute five computer-animated movies

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Module 5 -
Joint Venture Agreements

These are partnering and alliance agreements to (a) create jointly owned entities, and (b) govern the management of the new entity after its creation.

  1. Real Estate Development Joint Venture Agreement - The formation of a general partnership to design, develop, construct, own and operating a hotel-casino
  2. Contractual Joint Venture Contract - Establishment of a jointly owned Internet Technology Service Provider in China
  3. Cooperative Joint Venture Contract - Agreement to establish a jointly owned Gas Turbine Power Company that will generate and sell electricity
  4. Joint Venture Agreement - Formation of a joint venture entity to provide securities trading services to residents of Japan
  5. Joint Venture Agreement - Formation of a joint venture corporation engaged in the commercial tissue business
  6. Restated and Amended Joint Venture Agreement - Restructuring of a Joint Venture Entity whose purpose is to provide business news and financial programming in English and other languages
  7. Foundry Venture Agreement - Formation of a Joint Venture entity in China to engage in the business of providing foundry services
  8. Joint Venture Agreement - Agreement to jointly explore and develop oil leases
  9. Joint Venture Agreement - Establishment of a Joint Venture entity to develop, own and operate a chain of casual fine dining restaurants featuring Pacific Rim cuisine
  10. 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)
  11. Equity Joint Venture Contract - Creation of a Joint Venture entity to build and sell automobiles in China
  12. Marketing & Services Agreement - Operation of a Joint Venture entity

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Module 6 -
Dissolution, Restructuring and Termination Agreements

These are agreements relating to the termination, restructuring or dissolution of partnerings and alliances.

  1. Termination Agreement - Termination of an Interactive Marketing and Distribution Agreement
  2. Termination Agreement and General Release - Termination of a Strategic Alliance Agreement and a general release of liability including the unwinding of stock and warrant transactions
  3. Agreement to Terminate - Termination of a Joint Venture entity and related Operating and Supply Agreements
  4. Restructuring Agreement - Restructuring of a Joint Venture entity in preparation for its Initial Public Offering
  5. Settlement and Dissolution Agreement - Dissolution of, and winding up of the affairs of, a Joint Venture entity holding patents for methods and apparatus for performing laser corneal surgery the last act of which includes the issuance of royalty free licenses to its two owners

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Module 7 -
Letters of Intent, Term Sheets, Letter Agreements and MOUs

 

Letters of Agreement

  • Letter Agreement - Collaboration to sell mutually complimentary products under a new jointly owned brand name to a large discount retailer
  • Letter Agreement - Jointly develop and market music copy protection technology

Letters of Intent

  • Letter of Intent - Joint Venture to manufacture and distribute hamburger containers
  • Letter of Intent - A boater membership service and a boater telematics vendor agree to cross promote each others products and services
  • Letter of Intent - A long-term cooperative research and business relationship for the strategic implementation of IBM technologies and services at Edison owned and operated schools
  • Letter of Intent - Letter of intent to provide Internet and data transmission services in China
  • Letter of Intent - Letter of Intent to develop and cross market products and services that permit customers to search for and purchase public records information on-line

Memoranda of Understanding

  • Memorandum of Understanding - Replacement of a Master Software License Agreement with an End-User Software Agreement
  • Memorandum of Understanding - Asset Transfer and creation of a joint venture shuttle service

Term Sheets

  • Term Sheet - Term sheet for Distribution of a Co-branded high-speed residential Internet service in Canada with an accompanying equity investment
  • Term Sheet - Term sheet for supply of Nike products

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Module 8 -
Outsourcing Master Agreements

These are "Master" or "Framework" agreements which provide an umbrella set of terms and procedures for a series of transactions each of which is triggered by a separate order, purchase order, statement of work or other trigger. Large organizations often use them to remove transactional overhead with pre-approved vendors by utilizing a single contract to cover all transactions with them as well as with their affiliates.

Human Resources

  1. 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)
  2. 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)
  3. 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)

Information Technology

  1. 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
  2. Master Services Agreement - A large brokerage firm outsources information technology services to a systems integrator that specializes in the financial services industry
  3. Master Development Agreement - Long term agreement to develop, create, test, and deliver software programming on a project by project basis
  4. 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)
  5. 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)
  6. 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)
  7. 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)
  8. 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)

Health Care / Pharmaceutical

  1. Master Services Agreement - A leading healthcare data and research company outsources certain services to a consulting company on a project by project basis
  2. Master Development Agreement - A large pharmaceutical company outsources software development, installation and implementation, systems analysis and design, data processing and computer programming on a project by project basis
  3. Master Services Agreement - Two sponsors of Phase 3 clinical studies of a cancer vaccine outsource data management and support services for the clinical studies with the scope of the services to defined be defined by a series of work orders

Other

  1. Master Services Agreement - The owner, manager and/or licensor of numerous hotel chains outsources interactive television guest services and information as well as the provision of a pay-per-view, pay-per-day, and other subscription entertainment services to its guests (including cable and Internet programming, movies, video on demand and video games on equipment provided and maintained by the supplier)
  2. Master Services Agreement - A major transportation company supplies warehouse distribution services to a retailer (includes warehouse and inventory management; distribution, returns processing; general purpose warehouse equipment and proprietary warehouse management software)
  3. Master Agreement for Outsourcing Call Center Support - A major vendor of travel services outsources customer support and telemarketing services to customers and prospective customers
  4. Master Subcontracted Service Provider Agreement - A Prime Contractor hires a Subcontractor to maintain equipment on behalf of the Prime Contractor
  5. Master Services Agreement - A provider of wireless voice and data solutions outsources certain unified communications and information services that it resells to its customers

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Module 9 -
Outsourcing of Information Technology Agreements

These are agreements for the outsourcing of Information Technology services and functions.

  1. Data Management Outsourcing Agreement - Outsourcing of certain information-technology services
  2. 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)
  3. Information Technology Services Agreement - Information Technology outsourcing to consolidate and migrate directory publishing existing systems across a large telephone company
  4. Consulting Agreement - An initial 8 week engagement to assess to develop the basis for a strategic outsourcing of Information Technology services
  5. Systems Services Agreement - Outsourcing of information technology systems and software applications development, maintenance and enhancement for human resources related matters
  6. Technical Services Agreement - Outsourcing of applications support (excluding software development, maintenance and enhancement) to support information technology related to human resources
  7. 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
  8. Professional Services Agreement - A telecommunications company outsources computer integration consulting and training services (services defined on a project by project basis)
  9. Professional Services Agreement - Short Form software development agreement
  10. Software Development Agreement - A large enterprise software company outsources the funding, development and marketing of a specialized version of its enterprise software

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Module 10 -
Outsourcing of Manufacturing Agreements

These are agreements for outsourcing of manufacturing of tangible products.

  1. Brewing Services Agreement - A beer company outsources the brewing of its proprietary malt beverages to another beer company
  2. Contract Manufacturing Agreement - A simple plain vanilla manufacturing agreement
  3. Development and Manufacturing Agreement - An inventor of medical devices outsources the manufacturing of a heart monitor and defibrillator device to a firm with experience in the design, engineering, and manufacture of medical devices for the health care industry in a two stages: (a) to develop a prototype and (b) to manufacture it
  4. Fountain Manufacturing Agreement - Manufacturer sells its production facilities to an outsourcing organization to assemble, test and package computers and components
  5. Manufacturing Agreement - Customer leases machinery and technology and licenses certain intellectual property to a manufacturer to be used in the manufacturer's facilities to manufacture products to be resold by the customer
  6. Manufacturing Agreement - The customer, engaged in the discovery, development, and commercialization of new pharmaceuticals, hires an outsourcer (who specializes in biological development and manufacturing services) to manufacturer its pharmaceuticals
  7. Manufacturing Agreement - Outsourcing of the manufacturing of electronic printed circuit board assemblies and box level assemblies
  8. Manufacturing and Packaging Agreement - The owner of patent rights to sustained release morphine hires a leading provider of contract pharmaceutical development, manufacturing, packaging, analytical, and sales and marketing services to provide manufacturing and packaging for the patented pharmaceutical
  9. Manufacturing and Supply Agreement - The owner of a proprietary product hires an outsourcer to manufacture and distribute the product
  10. Manufacturing and Supply Agreement - The owner of a proprietary product hires an outsourcer to manufacture the product according to the owner's specifications
  11. Manufacturing and Supply Agreement - The owner of a proprietary product hires an outsourcer to manufacture the product
  12. Master Manufacturing Agreement - Developer of electronic products hires a manufacturer to manufacture, produce, assemble, test and package these products (master agreement is intended to be supplemented as additional products are added by mutual agreement)
  13. Receiver Integrated Circuits Agreement - Satellite radio company outsources the design, prototyping and fabrication of a satellite radio receiver and the related chipset around which its entire business is based, subject to evolving specifications for the chip set and receiver
  14. Manufacturing Agreement - Outsourcing of the manufacturing of PDA devices (manufacturing, assembly, testing and delivery) to a plant located in Malaysia
  15. Standard Manufacturing Agreement - Outsourcing of the manufacturing of PDA devices (manufacturing, assembly, testing and delivery) to a plant located in Mexico

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Module 11 -
Outsourcing of Business Processes Agreements

These are agreements for the outsourcing of a range of business functions.

  1. Services Agreement - A health care cooperative that acts as a group purchasing agent for its members, outsources healthcare supply chain management
  2. Administration and Marketing Services Agreement - Outsourcing of administrative, accounting, financial, marketing and project support services
  3. Agreement - Bank outsources the provisioning of credit monitoring services for its credit card customers
  4. Agreement - Bank outsources the sales of various services (membership clubs, insurance programs, merchandise and magazine subscriptions) for its credit card customers
  5. Agreement - Financial institution outsources the provisioning and selling of various services and upsells to its credit card customers
  6. 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
  7. Management Services Agreement - Bank outsources cash management, check processing and check collection functions
  8. 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)
  9. Service Agreement - Outsourcing of storage and warehousing, order processing, fulfillment, data management, client account maintenance, print, media, advertising specialty items, Internet services, and other aspects of marketing support
  10. Services Agreement - Outsourcing of distribution, telemarketing and order fulfillment
  11. Agreement for Aircraft Maintenance Services - Long term outsourcing agreement by an airline for aircraft maintenance checks and modification support (including aircraft painting, maintenance checks and modifications, engineering, aircraft storage, component repair and overhaul)
  12. Management Services Agreement - Long-term outsourcing of the operation of multiplex movie theaters
  13. Management Agreement - Long term outsourcing of the operation of multiplex movie theaters between two affiliated companies sharing mutual ownership (the extensive set of services to be provided include selecting and booking films; advertising and promotion; auditing, accounting and bookkeeping; federal, state and local income tax returns; maintain compliance with statutes, ordinances, laws, rules, regulations; secure and maintain licenses, permits and authorizations; hiring, supervising, promotion and discharge of employees and managers; contracting for utilities, maintenance, alterations, renovations and repairs; the sole and exclusive authority to contracts and agreements
  14. Human Resources Services Agreement - Outsourcing of the human resource function (services include payroll, benefits, employee data and records management, employee services, management of existing third party service suppliers
  15. 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
  16. Long Term Access and Services Agreement - A multinational Tier 1 automotive supplier outsources critical portions of its purchasing function by outsourcing the provisioning of a world wide online marketplace to enable it to generate online auctions in order to procure parts, materials or services from competing suppliers (services include both the auction software as well as services to establish and maintain competitive bidding environments)
  17. Agreement For Transportation Logistics Services - Beer Company outsources its transportation logistics and beer delivery functions
  18. Business Solutions Master Agreement - A retailer outsources its database marketing to an independent marketing agency
  19. Business Travel Agreement - Outsourcing of the procurement of business-travel arrangements and management of business travel costs
  20. Call Center Service Agreement - Real-time medical information and related services via the Internet, outsources, on an exclusive basis, the operation of its call centers to a provider of medical assistance products and services (this same provider also makes an equity investment in its client to be paid for with credits for services rendered) and in exchange agrees to promote the providers services to its customers
  21. Contract Services Agreement - Agreement in which an Icelandic corporation performs certain pharmacogenomic development studies for which it's access to Icelandic population makes it particularly well suited
  22. Teleservices Agreement - Retailer outsources its contact center and customer services (services include order management; order placement; order inquiries; shipment tracking; billing information and reconciliation; product knowledge assistance; complaint resolution; contact center services including inbound phone, email, escalation procedures; returns; pre-sale and post-sale inquiries via phone, email chat, fax or postal service; order placement; order status inquiry; shipment tracking issues; complaints; policy inquiry; resolving incorrect/damages/defective goods; order issues; satisfaction resolutions; escalations; customer credits and claims)
  23. Oil Rig Drilling Contract - An oil exploration company outsources the drilling of wells to a contractor
  24. Global Trade Services Agreement - A major automobile manufacturer outsources import and export trade management services (services include managing agreements with third party brokers and freight forwarders; monitoring and providing notices of renewal, termination, cancellation dates and fees of the managed agreements; notification of contract claims by the third parties; coordination with customs service providers, including problem resolution)
  25. Host Reservation Services Agreement - Provision and implementation of a proprietary airline reservation system (includes implementation; timeframe planning; data center implementation; system integration services; reference material; support services)
  26. Management Agreement - Owner of a website outsources website operations (services include modifications; management; operation; maintenance; marketing; distribution; advertising; management of affiliate programs)
  27. Private Label Credit Card Program Agreement - Victoria's Secret - a factoring company and a bank provide a specialty retailer with a private label credit card
  28. Procurement Agreement - The owner, operator and franchiser of restaurants and hospitality businesses located worldwide outsources its procurement function (services include of negotiating and contracting for the procurement of food and beverages; supplies; uniforms; furniture; fixtures, decor; equipment)
  29. 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
  30. 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
  31. Services Agreement - The owner and operator of a number of hotels and casinos outsources the management of these properties

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Module 12 -
Outsourcing - General Agreements

These are a potpourri of outsourcing agreements.

  1. Services and License Agreement - A large healthcare organization with numerous affiliated companies outsources the processing of electronic health claims to an electronic healthcare information company that specializes in health care industry electronic data interchange products and services
  2. 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
  3. Project Development and Construction Contract - A turnkey, fixed-price agreement to lay underwater cable for a telephone company
  4. Technology Development and License Agreement - Establishment of a Joint Venture entity by two computer chip competitors in order to share development costs for mutually agreed facilities, tasks and technologies (utilizing a highly organized governance structure)
  5. Agreement for ASIC Design and Development - Outsourced design and development of an ASIC chip
  6. Development Agreement - Casino Development project in which the City outsources, to a private real estate developer, the economic development and revitalization of a blighted area
  7. 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
  8. Capacity Agreement - A large telecom service provider makes its fiber optic communications system available for use by telecom service provider
  9. Panel Maintenance Agreement - A large media ratings company provides a smaller media ratings company in an emerging market with consumer panels as well as proprietary analytical and statistical protocols, methodologies and technologies
  10. Professional Services Agreement - A vendor of millimeter-wave wireless outsources the development of an outdoor transmitter unit (services include project plan; critical design review; documentation package; five engineering prototypes; design verification report for the prototypes; five pre-production units; design verification report for the pre-production units; regulatory approvals; product information database including polymer composition info, test reports, electromagnetic compatibility data, reliability data; systemic failure notifications, mechanical drawings; schematics; bills of materials)
  11. Services Agreement - A Letter Agreement under which an organization that is in the business of developing and licensing technology, often taking equity stakes in licensees, outsources the management of merger and acquisition transactions, capital market financings, investment opportunities, negotiations and valuation work with companies in which it holds minority or majority interests (compensation to the company providing the services is by way of an attached Stock Warrant)
  12. Services Agreement - One of the owners of a Joint Venture entity provides management services to that entity (services include office space; related office services such as utilities, telecommunications equipment, general office supplies, mailroom services, cleaning services; maintenance services; general office equipment; administrative support including payroll processing, accounting, purchasing, management information, recruiting, other human resource and facility services; accounting services)
  13. Strategic Agreement - The owner and distributor of a video sports channel agrees to carry exclusively the programming materials of a leading provider of content to sports enthusiasts in exchange for monetary compensation as well as an equity ownership interest in the content provider
  14. Teleport Services Agreement - The provider of live and on-demand interactive video presentations to large audiences outsources provisioning of its dedicated satellite uplink facilities and satellite transponders to a major telecommunications company that owns a major satellite uplink facility and communication links

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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

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