COLLABORATION AND SERVICES AGREEMENT
This collaboration and services agreement (the “CSA”) is an integrated part of the Collaboration Agreement Form entered into between CNTXT and the Partner (collectively referred to as the “Collaboration Agreement”). Capitalized terms used in this CSA shall have the meaning as set out in the Collaboration Agreement Form and in Section 16 below.
1. SCOPE OF COLLABORATION
- Both Parties agree that in connection with sale of cloud solutions and services to customers within the Territory (the “Scope”):
- Partner shall be CNTXT’s partner for the provision of professional services as CNTXT’s subcontractor;
- CNTXT shall contract directly with the customers on the provision of professional services and sale of cloud or software products as prime contractor unless otherwise has been agreed in the Service Order Form; and
- CNTXT shall place all orders for and provide cloud or software products to the customers as the sole contractor unless otherwise has been agreed in the Service Order Form.
- Within the Scope, Partner agrees to assist CNTXT with i) sales processes, (ii) proposal generation and sales presentations, (iii) engaging in direct customer interaction, (iv) answering technical questions, and (v) providing quotations.
2. ORDERING PROCESS
- Neither Party shall be liable to pay any fees or provide any Professional Services prior to the execution of a Service Order Form as further described herein Section 2.
- Prior to commencement of performance of Professional Services by Partner, the Parties shall complete and execute a Service Order Form on the template attached to the Collaboration Agreement Form as Appendix 1. The Service Order Form shall, inter alia, set out the Professional Services to be performed, the Service Period, fees and billing cycle, and any special conditions from the agreement between CNTXT and Customer to be flowed down to Partner. The Service Order Form shall further include a SoW.
- The fees in the Service Order Form shall be based on the rates and discounts agreed between CNTXT and Partner in the Collaboration Agreement Form.
- For the avoidance of doubt, executed Service Order Forms shall be deemed an integrated part of this Collaboration Agreement and are subject to the terms and conditions of the Collaboration Agreement unless otherwise is explicitly set out therein.
3. DELIVERY, SIGNOFF, AND CHANGES
3.1 Delivery of the Professional Services
- Partner will provide the Professional Services in accordance with this CSA and the applicable Service Order Form.
- Upon completion of the Professional Services in accordance with the Service Order Form and the CSA, Partner shall, as applicable: (i) provide CNTXT with a copy of each delivered Solution; and (ii) upon CNTXT’s request, demonstrate its functionality to CNTXT and Customer.
- If the Parties, in the Service Order Form, have agreed that CNTXT shall provide Partner with a formal notice that a Solution and/or Consultancy Services have been provided to CNTXT in accordance with the requirements set out in the Service Order Form ("Signoff"), CNTXT shall provide Partner with the Signoff in accordance with this Section 3.2 prior to the expiry of the corresponding Service Period.
- CNTXT shall provide Partner with a Signoff for each Solution or Consultancy Services that are subject to Signoff. If CNTXT, in its reasonable and good faith judgment, determines that any provided Solution or Consultancy Services do not meet the requirements set out in the Service Order Form, CNTXT must notify Partner in writing within 15 business days after Partner's provision of the Solution or Consultancy Services, specifying the deficiencies in detail.
- Partner shall use commercially reasonable efforts to correct such deficiencies and redeliver the Solution or Consultancy Services to CNTXT as soon as practicable. CNTXT must promptly review and re-test the Solution or Consultancy Services against the requirements set out in the Service Order Form and detail any deficiencies to Partner in writing within 10 business days after redelivery of the Solution or Consultancy Services. Failure to reject or accept a Solution or Consultancy Services, as set forth above, within 15 business days after the provision of the Solution or Consultancy Services to CNTXT, shall be deemed as a Signoff.
- If a Solution or any Consultancy Services fails to meet the requirements specified in the applicable Service Order Form after its second redelivery to CNTXT, and such failure is not attributable to CNTXT’s delay in or failure to comply with its obligations under the Service Order Form, CNTXT may either, as its sole and exclusive remedy: (i) reject the Solution or Consultancy Services and return it to Partner for further correction and redelivery in accordance with the process described above or (ii) terminate the relevant Solution or Consultancy Services in accordance with Section 11.2, as such failure shall be considered a material breach.
3.3 No Effect on Warranty Remedies
- Signoff of a Solution or Consultancy Services shall not affect CNTXT’s rights or remedies under Section 10 below.
3.4 Changes to the Professional Services
- If at any time during the Service Period CNTXT wishes, or Customer requests, to change or extend the Professional Services beyond the scope defined in the Service Order Form and Partner accepts such changes, such changes shall be defined in a Service Order Form Amendment, signed by an authorized representative of both Partner and CNTXT.
- CNTXT agrees that any change or extension of the Professional Services might result in changes of the estimated fee and/or require additional resources from Partner subject to similar or different rates than agreed on in the Service Order Form.
4. COLLABORATION AND PERFORMANCE OF PROFESSIONAL SERVICES
- The Parties shall cooperate in good faith during the Term of the Collaboration Agreement.
- Partner shall give priority to the Professional Services and shall allocate such resources as reasonably required to perform the Professional Services in a professional and prudent manner.
- Partner shall give notice to CNTXT regarding circumstances that may affect the performance of the Professional Services, included but not limited to expected delays.
- Partner shall ensure that the employment of personnel performing the Professional Services is in accordance with Applicable Laws.
- Partner shall obtain and maintain, in due time, such approvals and permits as are necessary for the performance of the Professional Services.
- Partner shall ensure that all software and storage media used in the performance of the Professional Services is free of any malicious software.
5. CNTXT COOPERATION
- CNTXT shall contribute as set out in the Service Order Form, and otherwise as reasonably necessary and in good faith to enable Partner to perform the Professional Services.
- CNTXT shall notify Partner regarding circumstances CNTXT ought to understand may affect the ability of Partner to perform the Professional Services.
- CNTXT acknowledges that Partner’s ability to perform the Professional Services depends on CNTXT satisfactorily complying with its obligations under the Collaboration Agreement. Should CNTXT fail to perform its obligations in a timely manner, Partner shall not be liable for any delay, loss or damage, cost increase or other consequences arising from such failure.
6. FEES AND PAYMENT
6.1 Fees for the Professional Services
- For Professional Services performed under a Service Order Form, CNTXT shall pay fees to Partner in accordance with the pricing and payment terms agreed in the Service Order Form.
6.2 Fee basis
- Partner shall provide the Professional Services either (i) on basis of time (subject to either hourly or daily rates) and materials or (ii) on a fixed fee, in each case as specified for the Professional Services in the Service Order Form.
- Upon request by CNTXT, Partner shall update CNTXT on the fees accrued under a Service Order Form.
- CNTXT shall reimburse Partner for travel and subsistence costs incurred in connection with the performance of the Professional Services, unless otherwise has been agreed in the Service Order Form.
- Travel time shall be invoiced at 50% of the ordinary hourly rate. Estimates provided regarding travel and subsistence cost shall not be exceeded, unless accepted by CNTXT in writing or if due to changes or extensions in the Professional Services ordered by CNTXT.
6.4 Payment default
- If overdue fees have not been paid within 120 calendar days of the due date, Partner may send CNTXT a written notice stating that the Service Order Form shall terminate as a result of CNTXT's breach, unless settlement has taken place within sixty (60) calendar days of receipt of the notice.
- Such termination shall not take place if CNTXT settles the overdue fee prior to the expiry of the sixty (60) days period.
7. PERSONAL DATA
- If Partner processes personal data on behalf of CNTXT in the performance of the Professional Services, Partner acknowledges that the separate data processing agreement entered into between the Parties if required by Applicable Laws shall apply. In case of conflicts between the Collaboration Agreement and such separate data processing agreement, the latter shall apply.
8. PROPRIETARY RIGHTS AND LICENSE
8.1 Background IPR
- Each Party retains all right, title, and interest in and to its Background IPR, and neither Party shall acquire any rights or licenses in or to the other Party's Background IPR unless otherwise is explicitly set forth in the Collaboration Agreement or a Service Order Form.
8.2 License Grant to Partner
- CNTXT accepts to, and does hereby, grant to Partner a license to use CNTXT´s Background IPR as may be required for Partner to perform the Professional Services under the Service Order Form.
- The Parties agree that CNTXT (or Customer, as applicable) shall obtain exclusive ownership rights of the Results, including the right to modify and transfer such Results to third-parties.
All Confidential Information exchanged or otherwise transferred between Partner and CNTXT shall be treated as confidential and shall not be disclosed by the receiving Party to any third party, or used by the receiving Party for any other purpose than for which it is disclosed or as otherwise agreed in the Collaboration Agreement, without the written consent of the disclosing Party, unless such Confidential Information:
a) is already known by rightful means to the receiving Party at the time the information was received;
b) is or becomes part of the public domain other than through a fault of the receiving Party;
c) is received from a third Party without an obligation of confidentiality of which the receiving Party was or should have been aware;
d) is required to be disclosed by Applicable Laws, governmental, or other public authority regulation or decision, or ordered by a court of law.
Where the circumstances set out in Section 9.1.1 d) apply, the receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose. The receiving Party shall exercise its best efforts to obtain reasonable assurances that confidential treatment shall be accorded such Confidential Information.
Without prejudice to the foregoing, (i) the receiving Party may disclose Confidential Information to a third party, and CNTXT may disclose Confidential Information to the Customer, to the extent necessary for the performance of the Professional Services, provided that the receiving Party shall procure that such third party shall be bound by such confidentiality obligations at least as onerous as set out in this Section 9.
The receiving Party shall duly handle and protect the Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care.
This obligation to observe confidentiality shall continue for ten (10) years after the expiry or termination of the Collaboration Agreement.
10. WARRANTIES, INDEMNIFICATION AND LIMITATIONS OF LIABILITY
Partner warrants that it shall provide the Professional Services with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the Professional Services.
Unless specifically stated in the Services Order Form, Partner does not make warranties of any kind, express, implied, or statutory with regard to specific Results being achievable, fit for the intended purpose (or for any purpose) or free from defects or errors.
In the event of breach of warranty that is not attributable to CNTXT’s delay or failure to comply with its obligations under the Service Order Form or this CSA, CNTXT may require that Partner (i) re-performs the Professional Services, and/or (ii) replaces personnel, who failed to perform the Professional Services in a satisfactory manner.
The remedies set out in this Section 10.2 shall be CNTXT's exclusive remedies for breach of the warranty. If Partner is unable to re-perform the Professional Services as warranted, CNTXT shall be entitled to recover the fees paid to Partner for the deficient Professional Services. CNTXT must set forth any claims with regard to the breach of warranties for the Professional Services performed under the Service Order Form, within sixty (60) days of performance of such Professional Services.
10.3 Mutual Indemnification
To the extent allowed under Applicable Laws, each Party (the “indemnifying Party”) shall indemnify the other (the “indemnified Party”) from and against any claim concerning (i) personal injury, disease or loss of life of any employee of the indemnifying Party; and (ii) loss of or inability to recover or damage to property of the indemnifying Party, arising out of or in connection with the Collaboration Agreement. This shall apply regardless of cause, whether through negligence and/or breach of duty (statutory or otherwise) of any of the indemnified Party's affiliates that arises out of or in connection with the Collaboration Agreement.
10.4 IPR indemnification
To the extent allowed under Applicable Laws, Partner shall indemnify CNTXT against any claim from any third party that use of the Results infringes such third party's IPR, provided that Partner is given immediate and complete control of such claim, that CNTXT does not prejudice Partner's defense of such claim, that CNTXT gives Partner all reasonable assistance in connection with such claim, and that the claim does not arise as a result of the use otherwise than in accordance with the terms of the Collaboration Agreement.
If the Results infringe any third party's IPR, Partner shall apply commercially reasonable efforts to cure the infringement without undue delay. Until any infringement is resolved, Partner shall be entitled to make the part of the Results in question unavailable to CNTXT.
The foregoing states the entire liability of Partner to CNTXT of the infringement of IPR of any third party.
10.5 Indemnification conduct
A Party shall promptly notify the other Party if it receives a claim that the other Party shall be obliged to indemnify. Whenever possible, the other Party shall take over the defense of the claim. The Parties shall promptly give each other information and other assistance needed for handling the claim. The indemnified Party shall not compromise or settle or otherwise dispose of a claim, in whole or in part, without the written consent of the other Party.
10.6 Limitation of damagesIn no event shall a Party be liable towards the other Party under or in connection with this Collaboration Agreement or the subject matter contemplated hereunder, including, without limitation, the Professional Services, whether in tort, contract, or otherwise for:
(a) special, indirect, consequential, exemplary, incidental, or punitive damages or losses; or
(b) loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss or corruption of data and consequences hereof, loss related to third party claims, or loss of profit or anticipated profit, in each case whether indirect or not.
The aggregate liability of each Party for loss arising out of or in connection with a Service Order Form shall not exceed the fees paid by CNTXT for the Professional Services agreed in the Service Order Form during the twelve (12) months prior to the event giving rise to the liability, less value added tax. For the avoidance of doubt this limitation of liability shall be cumulative per Service Order Form and not per incident.
The aggregate liability of each Party for loss arising out of or in connection with the Collaboration Agreement that are not related to a specific Service Order Form shall not exceed [USD 100,000]. For the avoidance of doubt this limitation of liability shall be cumulative and not per incident.
The limitations set out in this Section 10.6 shall not apply in relation to a Party's breach of Section 9, or in the case of gross negligence or willful misconduct by Partner or CNTXT, nor apply in relation to the indemnification provisions set out in Sections 10.3-10.4.
11. TERM AND TERMINATION
The Collaboration Agreement enters into force on the Effective Date and shall remain in force during the Term as further specified in the Collaboration Agreement Form, unless terminated earlier in accordance with the Collaboration Agreement. At the expiry of the Term, the Collaboration Agreement shall automatically terminate unless otherwise is agreed in writing by the Parties.
The expiry of the Collaboration Agreement shall not affect Service Order Forms in effect upon such expiry. Such Service Order Forms shall remain in effect and continue to be subject to the terms and conditions of the Collaboration Agreement until completion.
11.2 Termination for breach
A Party is entitled to terminate the Collaboration Agreement by written notice to the other Party, if the other Party is in material breach of the Collaboration Agreement (including any Service Order Forms) and fails to remedy the breach within thirty (30) days following written notice of breach from the other Party.
Such termination will include termination of the Service Order Forms in force. Notwithstanding the foregoing, a Party may choose in its sole discretion to terminate only the Service Order Form(s) affected by the material breach of the other Party, in which case this Collaboration Agreement and other Service Order Forms not comprised by the termination shall continue in force.
For the avoidance of doubt, any termination done by Partner because of material breach by CNTXT is without liability to Partner, and such termination does not release CNTXT from any payment obligation for Professional Services performed up until the date the termination takes effect, nor does it entitle CNTXT to any refund.
11.3 Termination for insolvency
A Party is entitled to terminate the Collaboration Agreement, including Service Order Forms in force, by written notice to the other Party if:
a)an order is made or a resolution is passed for the winding up or insolvency of the other Party, or the other Party makes an assignment for benefit of creditors generally, or a receiver or administrator is appointed to its assets or any similar process is put into effect or the other Party suspends payment of its debts or is unable to pay its debts as they become due; or
b) the other Party files for bankruptcy, becomes insolvent, or makes a general compromise or arrangement with its creditors.
12. COMPLIANCE WITH APPLICABLE LAWS
Each Party shall comply, and cause its personnel, agents, and subcontractors to comply, during the Term, with all applicable laws, rules, regulations, orders, codes, and charters, including competition, sanctions, environmental, labor and ethics rules, and CNTXT’s Supplier Declaration.
12.2 Export Compliance
The Professional Services may be subject to export laws and regulations of the United States and other jurisdictions. Partner and CNTXT each represent that they are not included on any U.S. government denied-party list. CNTXT shall not permit any user to access or use any Professional Services in a United States' embargoed country or region or in violation of any United States' export laws or regulations.
12.3 Health, security and environment, and anti-bribery
Both Parties shall (i) give priority to safety in order to protect life, health, the environment, and property; and (ii) ensure that tax payments and other payments are made in accordance with Applicable Laws.
Without limiting the generality of this Section 12 and in recognition of the Applicable Laws relating to anti-bribery and corruption of any country in which Partner delivers the Professional Services, neither Party shall for itself or anyone else, directly or indirectly:
- give or offer any improper advantage to anyone as a consequence of their holding or in connection with the performance of a post, office, or commission;
- request, receive, or accept an offer for an improper advantage in connection with the performance of a post, office, or commission;
- give or offer any improper advantage with the purpose of influencing the performance of a post, office, or commission; or
- request, receive, or accept an offer for an improper advantage with the purpose of influencing the performance of a post, office, or commission.
13. GOVERNING LAW AND DISPUTES
13.1 Partner contracting entity and notices
The Partner entity entering into this Collaboration Agreement, and Parties’ contact details to notices under this Collaboration Agreement shall be directed are set out in the Collaboration Agreement Form.
13.2 Governing law
Any dispute arising out of or in connection with this Collaboration Agreement or a Service Order Form shall be exclusively governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.
13.3 Dispute resolution
If at any time a dispute or claim arise out of or in connection with this Collaboration Agreement or a Service Order Form (whether in contract, in tort, or based on statute or regulation) shall arise, then any Party shall give notice to the other Party in writing of the existence of such dispute or claim, specifying its nature and the point of issue. The Parties shall have sixty (60) days from the date of such notice, or such later period as may be agreed, to resolve such dispute or claim amicably.
Disputes or claims among the Parties that remain unresolved at the expiration of the period specified in Section 13.3.1 may be referred by either Party to and shall be finally and exclusively settled by arbitration in Riyadh, Saudi Arabia conducted in accordance the rules of the Saudi Center for Commercial Arbitration (“SCCA Rules”). The number of arbitrators shall be determined in accordance with the SCCA Rules.
The language of the arbitration shall be English. The arbitral proceedings and the arbitral award shall be kept strictly confidential. This confidentiality obligation shall cover all information disclosed in the course of such arbitral proceedings. This obligation to observe confidentiality shall continue ten (10) years after the termination of this Collaboration Agreement, or ten (10) years after the case is finally settled by an arbitral award, whichever is the latest.
14.1 Assignment prohibition
Customer may not assign this Collaboration Agreement or Service Order Forms to any third party without CNTXT’s prior written consent. CNTXT may assign this Collaboration Agreement to a third party to the extent permitted by Applicable Laws.
Unless otherwise is agreed in the Service Order Form, Partner shall not be entitled to subcontract its obligations under the Collaboration Agreement or a Service Order Form without CNTXT’s prior written consent. Partner shall remain liable for all subcontracted obligations and its subcontractors’ acts or omissions as for its own.
14.3 Force majeure
If an extraordinary situation should arise which is outside the control of the Parties, and which makes it impossible for the Parties to fulfil its obligations under this Collaboration Agreement or a Service Order Form (“Force Majeure”), the affected Party shall notify the other Party of this as soon as reasonably practicable. Force Majeure shall include, but not be limited to, war, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as flood, earthquake, hurricane, volcanic eruption, and sandstorm. The obligations of the affected Party shall be suspended for as long as the Force Majeure prevails.
Each Party shall keep each other fully informed of the actual and any expected effects of any Force Majeure, of the steps the affected Party is taking to mitigate the effects of the Force Majeure, and its expected duration.
Where Force Majeure has occurred, the other Party may only terminate this Collaboration Agreement and/or Service Order Form(s), as applicable, in writing with fifteen (15) calendar days’ notice only if the Force Majeure lasts or is expected to last for more than ninety (90) calendar days from the date on which the situation arose. Each of the Parties shall cover their own costs associated with such termination. Neither Party shall be entitled to bring a claim against the other as a consequence of termination in accordance with this provision.
14.4 Entire agreement
The Collaboration Agreement constitute the entire agreement between Partner and CNTXT on the subject matter hereof and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by CNTXT or Partner shall not override or form a part of this Collaboration Agreement and shall be void.
The terms and conditions of the Collaboration Agreement are set out in the following documents:
a) Executed Service Order Form(s) and any Service Order Form Amendment(s)
b) The Collaboration Agreement Form
c) This Collaboration and Service Agreement
In case of conflict between the documents referred to above, the documents shall prevail in the order they are listed, however such that any Service Order Form Amendment(s) shall prevail over the Service Order Form amended by such Service Order Form Amendment(s), and the Service Order Form Amendment with the latest effective date shall prevail over other, conflicting Service Order Form Amendment(s).
The terms and conditions of the CSA are set out in the following documents:
a) This Collaboration and Service Agreement
b) The Supplier Declaration
In case of conflict between the documents referred to in item a) and b) above, the documents shall prevail in the order they are listed.
"Applicable Laws" mean all applicable laws, regulations, requirements or orders, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory or administrative functions.
"Background IPR" means any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by Partner or CNTXT prior to the Effective Date of the Collaboration Agreement, or otherwise outside the scope of the Collaboration Agreement and Professional Services contemplated under a Service Order Form.
"Collaboration Agreement" means the Service Order Form with the SoW, any Service Order Form Amendment, the Collaboration Agreement Form, and this CSA.
"Confidential Information" means any information concerning Partner, CNTXT or Customer that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential, including, without limitation, procedures, documentation, marketing data, trade secrets, know-how, technical data, software, source codes, valuations, costs, rates, and prices and any other information of a proprietary or confidential nature relating to the disclosing Party or its business, as well as any information derived from any such information, irrespective of disclosing medium and storage. The Confidential Information may be labelled as "confidential", "proprietary", or similar without this being an explicit requirement for protection as Confidential Information.
"Consultancy Services" has the meaning set out in the Service Order Form.
"Consultancy Services Period" means the period specified in the Service Order Form.
"CNTXT" means the legal entity specified in the Collaboration Agreement Form, that has entered into the Collaboration Agreement to engage Partner as subcontractor on a case-by-case basis.
“Customer” means the legal entity specified in the Service Order Form for which the Professional Services are performed by Partner as CNTXT’s subcontractor. Customer is not a party to this Collaboration Agreement.
"Effective Date" has the meaning set out in the Collaboration Agreement Form.
"IPR" means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority form such rights, and all similar or equivalent rights or forms of protection.
"Partner" means the Partner entity entering into this Collaboration Agreement as set out in the Collaboration Agreement Form.
"Professional Services" means the individual services, including the timing, fees, and other terms and conditions applicable, as stated in the Service Order Form, including provision of Solutions and Consultancy Services.
"Results" means any results arising out of the performance of the Professional Services including and not limited to, any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, as well as any IPR related thereto.
"Service Order Form" means the individual order form (template of which is attached to the Collaboration Agreement Form as Appendix 1) executed between Partner and CNTXT that provides and confirms Professional Services to be performed by Partner as CNTXT’s subcontractor and the terms and conditions to apply thereto, including SoW(s).
"Service Order Form Amendment" means a written order form executed between Partner and CNTXT that amends a Service Order Form.
"Service Period" means the period specified in the Service Order Form.
"Solution" has the meaning specified in the Service Order Form.
"Solution Period" means the period specified in the Service Order Form.
“SoW” means a statement of work included in a Service Order Form describing Professional Services to be provided thereunder.
"Term" has the meaning set out in the Collaboration Agreement Form.
“Territory” has the meaning set out in the Collaboration Agreement Form.