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B2M Client Company: 
Matter Title: 
Matter Number: 
 
What is the Scope of the Co-operationIs the Co-operation project specific or general?

What is the technical scope of the Co-operatio
What is the territorial scope?

Who are the target clients/customers?

Is there a joint venture Business Plan? What is the anticipated scale of the Co-operation in terms of turnover?

What provisions will apply regarding Exclusivity and Non-Competition during the Co-operation and after its termination?

Exclusivity?

Non-Compete?
What are the Roles of the Parties?

Client role?

Other Participants
Third Parties/SubContractors?
Who will be Managing the Co-operation?

Committee?
Project Leader?

Financial Function?

Others?

What Premises will be used which may fall within the roles of the parties or scope?

Address(es)?

Type(s) of facilities?

Freehold/Leasehold?

What Plant & Equipment be used?

Transfers/Sales from Co-operation Participants?

New Purchases/Leases?

What Personnel are needed (excluding senior management)?

Work disciplines and numbers required?

Sourcing of personnel? (Secondment? Transfers from Participants? New Recruitment?)

What Intellectual Property Rights will be utilised?

Patents?

Design Rights?

Trade Marks?

Copyright?

What Remuneration provisions will apply?

Sub-Contracting to Associated Companies?

Profit Sharing?

What discounts apply, if any (please provide full details)?

Commissions?

Are there any currency/exchange rate risks and considerations?

What Risk Allocation provisions will apply?

Parent Company Guarantees?

Bonds?

Liability to Clients/Customers for Liquidated Damages, Loss of Property, Warranties & Rework?

Liability to Third Parties?

Liability for Personnel & Property?

Special Risks – Environmental, Loss of Wells/Reservoir, Catastrophe Risks?

What will be the Duration of the Co-operation?

Completion of Project?

Fixed time period?

Ongoing with Notice Period (with or without minimum duration)?

In what circumstances can the Co-operation be Terminated?

Loss of Main Contract or failure to achieve Targets?

Material Breach of Contract (including failure to fund)?

Insolvency?

Change of Control?

Prolonged Force Majeure?

What provisions will apply on Termination?

What provisions will apply for the assumption of additional Participants in the Co-operation?
What provisions will apply for the exit of a Participant prior to completion of one project?

What are the Project Leader responsibilities and provisions?

Change of Scope?
Calls for Additional Funding?

Major Investments/Divestments?
Other Decisions?

What Dispute Resolution Mechanism will apply?