A contribution agreement is a legally binding document that outlines the terms and conditions under which one party agrees to contribute something of value to another party. This could be anything from money to intellectual property, and the agreement will typically outline the rights and responsibilities of both parties.
If you are preparing a contribution agreement, it is important to ensure that it is clear, concise, and comprehensive. This will help to avoid any misunderstandings or disputes down the line.
To give you an idea of what a contribution agreement might look like, here is a sample template:
CONTRIBUTION AGREEMENT
This Contribution Agreement (“Agreement”) is made and entered into as of [DATE], by and between [CONTRIBUTOR NAME AND ADDRESS] (“Contributor”), and [RECIPIENT NAME AND ADDRESS] (“Recipient”).
WHEREAS, Contributor has agreed to contribute [DESCRIPTION OF CONTRIBUTION] to Recipient; and
WHEREAS, Recipient has agreed to accept the contribution in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Contribution. Contributor agrees to contribute [DESCRIPTION OF CONTRIBUTION] to Recipient, on the terms and conditions set forth herein.
2. Ownership. Contributor represents and warrants that it is the sole owner of [DESCRIPTION OF CONTRIBUTION], and that there are no liens, encumbrances, or other claims against it.
3. License Grant. Contributor hereby grants to Recipient a non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, distribute, and display [DESCRIPTION OF CONTRIBUTION] in any medium or format for any purpose.
4. Representations and Warranties. Contributor represents and warrants that:
a. Contributor has the full right, power, and authority to enter into and perform this Agreement;
b. The use of [DESCRIPTION OF CONTRIBUTION] by Recipient in accordance with this Agreement will not infringe any intellectual property rights of any third party;
c. [DESCRIPTION OF CONTRIBUTION] does not contain any material that is defamatory, obscene, or otherwise unlawful; and
d. Contributor will indemnify and hold harmless Recipient from any and all claims, damages, liabilities, costs, and expenses arising out of or relating to any breach of the foregoing representations and warranties.
5. Termination. This Agreement may be terminated by either party upon [NUMBER] days` written notice to the other party.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws provisions.
7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements between the parties.
IN WITNESS WHEREOF, each party has executed this Agreement as of the date first above written.
[CONTRIBUTOR NAME]
By: ___________________________
Name: _________________________
Title: __________________________
[RECIPIENT NAME]
By: ___________________________
Name: _________________________
Title: __________________________
In conclusion, a contribution agreement is an essential document that outlines the terms and conditions under which one party agrees to contribute something of value to another party. It is important to ensure that the agreement is clear, concise, and comprehensive, and that all parties understand and agree to the terms before signing. By following the sample template provided above, you can create a contribution agreement that protects your interests and ensures a successful collaboration.