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Module
1 -
Marketing, Sales and Distribution Agreements
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These are partnering and alliance agreements
relating to the sales, marketing and/or distribution of goods
and services.
- Consulting, Promotion and Marketing
Letter Agreement - The
outsourcing of marketing and revenue generation activities by
an attorney referral service
- 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
- 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
- Website Affiliation Agreement
- Outsourcing
to an advertising and marketing agency the exclusive right to
sell all advertising on a web site
- Interactive Marketing and Distribution
Agreement - Promotion
and distribution by major online presence of Stamps.com services
and software
- 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
- 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
- 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
- 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
- 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
- Interactive Marketing Agreement
- A major seller
of travel and hospitality services to market and promote credit
cards and credit related services to it customers
- Revenue Sharing Agreement
- Sharing of
revenue from distribution of videos
- Code Share and Revenue Sharing
Agreement - To
combine airline routes to jointly market combined multiple stop
airline trips, including sharing of revenue and costs
- 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
- Distributor Agreement - Online
distribution of software in downloadable form
- 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
- Alliance Agreement - Worldwide
joint marketing and sales of mutually complimentary services
including team selling and joint delivery of services
- Retail Agreement - Agreement
between two competitors permitting the smaller competitor to
fill in gaps of the larger competitor's line of services
- Master Agreement - Joint
marketing and selling of mutually complimentary software applications
and services
- 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
- Strategic Marketing Agreement
- Marketing
and distribution of facilities management software
- Call Center and Telemarketing
Agreement - Supply
of call center and marketing services to a prepaid legal services
plan
- Distributor Agreement - Exclusive
distribution rights including the right to sublicense
- 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
- 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
- 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 |
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These are partnering and alliance agreements
related to the supply and sourcing of goods and services.
- 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
- OEM Supply Agreement - Long-term
supply agreement for printing hardware components and ink
- OEM Purchase and Development
Agreement - Long-term
supply agreement
- Reseller Agreement - A
long-term supply agreement under which the Reseller purchases
products for resale and incorporation into its own products
- Supply Agreement as Part of Litigation
Settlement - Long-term
supply agreement for resale and distribution
- 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
- Value-Added Reseller-OEM Agreement
- Value Added
Reseller integrates certain software into its software product
and distributes the resulting integrated product
- Exclusive Output Agreement
- Exclusive
rights to all of a production house's output
- Outsourcing Exclusive Supply
Agreement - A
short-term exclusive supply agreement that automatically renews
for one-year terms
- OEM License Agreement - The
right to incorporate software into cable modem products and
redistribute the resulting product
- 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
- 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
- International OEM Agreement -
Long term supply
agreement for chips, switches and software to be resold internationally
- Distribution Agreement -
Distribution
of hybrid fiber coax cable through a systems integrator and
distributor of end-to-end networking solutions
- 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
- 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
- Reseller Supply Agreement
- Supply of
recorder units to be resold as part of a bundled offering
- 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
- Supply Agreement - An
agreement to supply a portion of the timber harvested on certain
lands
- 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
- Distributor Agreement - Supply
of specialized software for distribution in the U.S. and Canada
- Non-Exclusive Distribution Agreement
- Supply of
equipment to be distributed into the Japanese market
- Retail Distribution Agreement
- Resale of
electronic products through a big box office supplies retailer
- Collaboration Agreement -
Supply and
joint marketing of Corian surfaces materials
- 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
- 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 |
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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.
- 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
- 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
- Business Advisory Agreement
- Business
advisory services in exchange for equity
- 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
- 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
- Fundraising Agreement - Supplier
of management services agrees to raise $4 million from third
parties for its customer
- 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
- 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
- Definitive Agreement - Large
telephone company invests in a provider of networking products
and services, then resells the smaller company's products and
services
- 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 |
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These are partnering and alliance agreements
related to the development of new products or technologies.
- 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
- Collaborative Research and Development
Agreement - A
three phase project to use one partner's biotechnology and gene
shuffling competencies to develop carbon sequestration technologies
- Collaboration Agreement -
Develop, manufacture,
market and sell biomedical scanners and associated software
- Proprietary Drug Development
and Marketing Agreement - Collaboration
between to pharmaceutical companies to develop certain proprietary
drugs more efficiently and effectively than either could alone
- 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
- 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
- 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
- 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
- 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
- Operating Agreement - Integration
of Pitney Bowes equipment leasing services with the hardware
and software sales activities of its Junior Partner
- 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
- 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
- Co-Production Agreement -
Agreement to
develop, produce, finance and distribute five computer-animated
movies
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Module
5 -
Joint Venture Agreements |
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These are partnering and alliance agreements
to (a) create jointly owned entities, and (b) govern the management
of the new entity after its creation.
- Real Estate Development Joint
Venture Agreement -
The formation of a general partnership to design, develop, construct,
own and operating a hotel-casino
- Contractual Joint Venture Contract
- Establishment
of a jointly owned Internet Technology Service Provider in China
- Cooperative Joint Venture Contract
- Agreement
to establish a jointly owned Gas Turbine Power Company that
will generate and sell electricity
- Joint Venture Agreement -
Formation of
a joint venture entity to provide securities trading services
to residents of Japan
- Joint Venture Agreement -
Formation of
a joint venture corporation engaged in the commercial tissue
business
- 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
- Foundry Venture Agreement
- Formation
of a Joint Venture entity in China to engage in the business
of providing foundry services
- Joint Venture Agreement -
Agreement to
jointly explore and develop oil leases
- 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
- 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)
- Equity Joint Venture Contract
- Creation
of a Joint Venture entity to build and sell automobiles in China
- Marketing & Services Agreement
- Operation
of a Joint Venture entity
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Module
6 -
Dissolution, Restructuring and Termination Agreements |
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These are agreements relating to the
termination, restructuring or dissolution of partnerings and alliances.
- Termination Agreement - Termination
of an Interactive Marketing and Distribution Agreement
- 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
- Agreement to Terminate
- Termination
of a Joint Venture entity and related Operating and Supply Agreements
- Restructuring Agreement -
Restructuring
of a Joint Venture entity in preparation for its Initial Public
Offering
- 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 |
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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 |
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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
- 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)
Information Technology
- 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)
Health Care / Pharmaceutical
- Master Services Agreement
- A leading
healthcare data and research company outsources certain services
to a consulting company on a project by project basis
- 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
- 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
- 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)
- 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)
- Master Agreement for Outsourcing
Call Center Support - A
major vendor of travel services outsources customer support
and telemarketing services to customers and prospective customers
- Master Subcontracted Service
Provider Agreement - A
Prime Contractor hires a Subcontractor to maintain equipment
on behalf of the Prime Contractor
- 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 |
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These are agreements for the outsourcing
of Information Technology services and functions.
- 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
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Module
10 -
Outsourcing of Manufacturing Agreements |
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These are agreements for outsourcing
of manufacturing of tangible products.
- Brewing Services Agreement
- A beer company
outsources the brewing of its proprietary malt beverages to
another beer company
- Contract Manufacturing Agreement
- A simple
plain vanilla manufacturing agreement
- 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
- Fountain Manufacturing Agreement
- Manufacturer
sells its production facilities to an outsourcing organization
to assemble, test and package computers and components
- 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
- 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
- Manufacturing Agreement -
Outsourcing
of the manufacturing of electronic printed circuit board assemblies
and box level assemblies
- 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
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
and distribute the product
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
the product according to the owner's specifications
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
the product
- 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)
- 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
- Manufacturing Agreement -
Outsourcing
of the manufacturing of PDA devices (manufacturing, assembly,
testing and delivery) to a plant located in Malaysia
- 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 |
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These are agreements for the outsourcing
of a range of business functions.
- Services Agreement - A
health care cooperative that acts as a group purchasing agent
for its members, outsources healthcare supply chain management
- 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 - Bank
outsources the sales of various services (membership clubs,
insurance programs, merchandise and magazine subscriptions)
for its credit card customers
- Agreement - Financial
institution outsources the provisioning and selling of various
services and upsells to 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
- Bank outsources
cash management, check processing and check collection functions
- 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)
- 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
- Services Agreement - Outsourcing
of distribution, telemarketing and order fulfillment
- 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)
- Management Services Agreement
- Long-term
outsourcing of the operation of multiplex movie theaters
- 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
- 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
- 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
- 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)
- Agreement For Transportation
Logistics Services - Beer
Company outsources its transportation logistics and beer delivery
functions
- Business Solutions Master Agreement
- A retailer
outsources its database marketing to an independent marketing
agency
- Business Travel Agreement
- Outsourcing
of the procurement of business-travel arrangements and management
of business travel costs
- 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
- 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
- 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)
- Oil Rig Drilling Contract
- An oil exploration
company outsources the drilling of wells to a contractor
- 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)
- 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)
- Management Agreement - Owner
of a website outsources website operations (services include
modifications; management; operation; maintenance; marketing;
distribution; advertising; management of affiliate programs)
- 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
- 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)
- 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
- 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 |
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These are a potpourri of outsourcing
agreements.
- 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
- 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
- Project Development and Construction
Contract - A
turnkey, fixed-price agreement to lay underwater cable for a
telephone company
- 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)
- Agreement for ASIC Design and
Development - Outsourced
design and development of an ASIC chip
- 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
- 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
- Capacity Agreement - A
large telecom service provider makes its fiber optic communications
system available for use by telecom service provider
- 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
- 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)
- 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)
- 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)
- 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
- 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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Customization
Assistance and Telephone Consultations
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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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