CO-OWNERSHIP AGREEMENT
THIS AGREEMENT made effective as of the xx day of xxxxxxxx, 2021 (the “Agreement”)
We, the undersigned, do hereby agree to carry out the following terms and conditions to be strictly
implemented as deemed necessary for the proper management of our project <name of project>
which may lead into a Start-Up company:
WHEREAS, the Owners wish to establish their respective rights and obligations in connection with
their co-ownership.
WHEREAS, this Agreement sets out the term and condition that govern all parties within the coownership.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Name and Purpose.
The Owners agree to form as “co-owners” under the trade-name of <name of company>.
This co-ownership has been formed on the terms and conditions set forth below to engage in
the business of <nature of business> and to engage in and all other activities as may be
necessary, related or incidental to carry on the business of the co-owners as provided
therein.
2. Place of Business.
The principal office will be located at <address> or at such places the co-owners shall
determine form time to time.
3. Term and Termination.
This Agreement shall commence on <effective date > and shall continue until dissolved
either by mutual agreement or by operation of law unless terminated earlier in accordance
with the terms of this Agreement. Should this Agreement be terminated by unanimous
decision, the <assets, cash, prototype, any proprietary property> shall be assigned to the
remaining members of the team who are willing to further pursue the projects or to National
University, when all the team members are no longer interested.
4. Co-owners Cash and Non-cash Capital Contribution.
The capital contribution of each owner shall consist of the following which both parties
agreed to contribute:
PRODUCT DEVELOPMENT PHASE
Name of
Owner
Cash Capital
Contribution
Non-Cash Capital
Contribution
START-UP
SUB-TOTAL
CONTRIBUTION
CAPITAL
CONTRIBUTION
TOTAL
CONTRIBUTION
Share (%)
Owner 1
Owner 2
Page 1 of 6
Owner 3
Owner 4
Owner 5
Owner 6
Owner 7
Owner 8
TOTAL
5. Amendments
This Agreement may not be amended in whole or in part without the unanimous written
consent of the Owner/s.
DEFINITIONS
A. “Cash Capital Contribution” means the total amount of cash contributed by the Owner/s.
B. “Non- Cash Capital Contribution” means total amount other resources other than cash
which can be converted into equivalent monetary value, or property contributed by the
Owner/s.
C. “Consent” means the consent of, approval of, or vote on a proposed action by the
Owner/s.
D. “Amendments” means the modification of material by addition or deletion of
supplemental information or the correction of error existing in this Agreement.
MISCELLANEOUS
6. This Agreement may be executed in counterpart.
7. This Agreement contains the entire agreement between the parties. All negotiations and
understandings have been included in this Agreement. Statements or representations which
may have been made by any party to this Agreement in the negotiation stages of this
Agreement may in some way be inconsistent with this final written Agreement. All such
statements are declared to be of no value in this Agreement. Only the written terms of this
Agreement will bind the parties.
8. This Agreement and the terms and conditions contained in this Agreement apply to and are
binding upon the Co-Owner’s successors, assigns, executors, administrators, beneficiaries,
and representatives.
9. The parties agreed to limit/expand this engagement to the following products and services:
_______5 shades of
lipstick____________________________________________________________________
__________________________________________________________________________
_______________________________________________________________________
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10. Any derivative products and services arising for this project must be subject to new terms
and conditions.
11. All owners/parties are automatically subjected and are binded to a Secrecy Agreement, also
known as Non-Disclosure and Non-Competition Agreement, refer to Annex B.
12. The responsibilities of the parties are stated in the Terms of Reference (TOR). Refer to
Annex A
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of xx day of xxxxxxxx, 2021.
#
Name
ID Type/
ID Number
Home Address
Contact Number
Signature
1
2
3
4
5
6
7
8
SUBSCRIBED AND SWORN to me, this xx day of xxxxxxxx, 2021 in the City of xxxxxxxxxx,
xxxxxxxxxx. Affiant exhibited to me their respective identification cards of their identity.
NOTARY PUBLIC
Doc. No.:
___________
Page No.:
___________
Book No.:
Series of:
___________
___________
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ANNEX A
TERMS OF REFERENCE (TOR)
Project name:
Team name:
Names of NU Student Members:
1.
5.
2.
6.
3.
7.
4.
8.
Names of NU Employee Members:
1.
2.
3.
Names of External Members:
1.
2.
3.
Date of Effectivity:
Activities:
Activities
1
2
3
4
5
Months
6
7
8
9
10
11
12
1.
2.
3.
4.
5.
PROJECT TEAM COMPOSITION, RESPONSIBILITIES AND TERMS OF REFERENCE
The roles and terms of reference of the research team in carrying out the task should be clear. A feasible work schedule is essential.
FACULTY/ NON-TEACHING PERSONNEL
DURATION OF INVOLVEMENT/ TIME
NAME OF STUDENTS INVOLVED
RESPONSIBILITY AND TASKS
FRAME
Signature Over Printed Name of All Agreeing Parties/Date
National University - Manila
1.
7.
2.
8.
3.
9.
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4.
10.
5.
11.
6.
12.
ANNEX B
SECRECY AGREEMENT (NDA)
This Secrecy Agreement is made by the undersigned at the National University, Sampaloc, Manila.
I hereby acknowledge and agree to the following terms and conditions:
That “Confidential Information” shall mean any and all information, know-how and data, technical
or non-technical, and information relating to the intellectual properties of the Inventors (“Disclosure Party”),
for the purpose of class discussions and conduct of product development and research, whether disclosed or
provided in oral, written, graphic, photographic, or any form.
To protect all Confidential Information acquired during the product development, research, consultations and
similar activities, whether disclosed electronically, orally or in writing, I agree that:
1. I will not, except as required or permitted by law, either throughout the duration of my involvement
in the discussions or at any time afterwards, divulge any Confidential Information to any third party;
nor will I make use of such information other plan in the proper, authorized performance of the task
assigned during the discussions. In particular, I will not use Confidential Information in a manner
prejudicial or detrimental to the interest of the Disclosing Party.
2. I will not publish any literature, deliver any lecture or make any communication with the press, media
or other such third party relating to the Confidential Information, unless I have the written permission
from the Disclosing Party.
3. I will not take photographs, make sketches or otherwise reproduce or copy details of Confidential
Information unless I have written permission from the Disclosing Party.
4. Unless otherwise specified in writing, all Confidential Subject Matter remains the Disclosing Party’s
property.
5. I agree that the Disclosing Party may take legal proceedings against me if I am in breach of any of the
undertaking set out above.
6. I acknowledge that this Secrecy Agreement shall be governed by Philippine Laws.
7. I acknowledge that this Secrecy Agreement shall come into force upon signing and shall remain in
force for the duration of the discussions and shall remain in force thereafter for an unlimited period.
Signature Over Printed Name of All Agreeing Parties/Date
National University - Manila
1.
7.
Page 5 of 6
2.
8.
3.
9.
4.
10.
5.
11.
6.
12.
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