Please draft an collaboration agreement between Heka and Avaxus

Collaboration Agreement

This Collaboration Agreement ("Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between Heka, located at [Heka's Address], and Avaxus, located at [Avaxus's Address]. Heka and Avaxus shall collectively be referred to as the "Parties" and individually as a "Party".

WHEREAS, both Parties are engaged in business activities related to [describe the nature of their businesses];

WHEREAS, the Parties wish to collaborate and combine their respective expertise, resources, and capabilities to pursue certain business opportunities;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Purpose: 1.1 The purpose of this Agreement is to establish a collaborative relationship between the Parties to jointly pursue and develop [describe the specific business opportunities or projects]. 1.2 The Parties shall work together in good faith, utilizing their respective knowledge, expertise, and resources to achieve the objectives set forth in this Agreement.

2. Scope of Collaboration: 2.1 The Parties shall collaborate on the following activities: - [Specify the activities or tasks involved in the collaboration]. 2.2 Each Party shall designate a representative who will act as the contact person for all communications and coordination related to this collaboration.

3. Responsibilities: 3.1 Each Party shall bear the responsibility for its own costs and expenses incurred during the collaboration, unless otherwise agreed upon in writing. 3.2 The Parties shall establish a timeline and milestones for the completion of the collaborative activities. Any delays or changes to the timeline shall be promptly communicated and mutually agreed upon.

4. Intellectual Property: 4.1 Each Party shall retain ownership of its pre-existing intellectual property ("IP") rights. However, any IP developed jointly during the collaboration shall be jointly owned by the Parties, unless otherwise agreed upon in writing. 4.2 The Parties agree to negotiate in good faith the terms of any licenses or assignments of IP rights arising from the collaboration.

5. Confidentiality: 5.1 The Parties acknowledge that during the course of the collaboration, they may disclose confidential information to each other. Confidential information includes, but is not limited to, trade secrets, customer lists, financial information, etc. 5.2 The Parties shall maintain the confidentiality of any confidential information received from the other Party and shall not disclose it to any third party without prior written consent, except as required by law.

6. Term and Termination: 6.1 This Agreement shall commence on the Effective Date and shall remain in effect until [specify the termination date]. 6.2 Either Party may terminate this Agreement by providing written notice to the other Party in the event of a material breach that remains uncured for a period of [specify the cure period]. 6.3 Termination of this Agreement shall not affect any rights or obligations accrued prior to the termination.

7. Governing Law and Dispute Resolution: 7.1 This Agreement shall be governed by and construed in accordance with the laws of [specify governing law]. 7.2 Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties. If the dispute cannot be resolved amicably, either Party may initiate mediation or arbitration as the exclusive means of dispute resolution.

8. Entire Agreement: 8.1 This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written. 8.2 No modification or amendment to this Agreement shall be valid unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Collaboration Agreement as of the Effective Date.

Heka: Avaxus:

[Name and Title] [Name and Title]

[Company Name] [Company Name