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What is a cooperation agreement? It is a contract in which two or more businesses record how they will collaborate without establishing a joint venture (such as a general partnership or professional partnership). Each party remains legally and fiscally independent, but you do establish the ground rules: what each contributes, how costs and revenues are distributed, who is liable for what, what happens to intellectual property, and how you separate if things go wrong. The agreement falls under the general law of obligations in Book 6 of the Dutch Civil Code and has no statutory prescribed form.
The short answer
- Definition: Contract between independent enterprises collaborating without a joint legal form.
- Objective: To record agreements regarding contributions, distribution, liability, and intellectual property.
- Difference compared to general partnership/professional partnership: no joint assets, no joint and several liability by operation of law.
- Format: free form, but strongly recommended in writing.
- When: for projects, distribution, co-creation, or long-term business alliances.
What exactly is a cooperation agreement?
The core principle is that parties collaborate on the basis of equality or an agreed division of roles, but that each retains their own business. No new entity with its own capital is created. This makes the collaboration agreement more flexible than a general partnership or professional partnership: you can limit the collaboration to one project, one market, or one objective, and the rest of your business operations remain separate.
Because the law has no specific regulations for this type of contract, the agreement itself determines virtually everything. Anything not stated in the contract falls back on the general rules of the law of obligations—and these are rarely tailored to your specific situation. Therefore, a well-drafted agreement is not a luxury, but the only place where the agreements are truly set in stone.
Difference with general partnership and professional partnership
This is where most entrepreneurs make a mistake. In a general partnership (VOF) or professional partnership, a partnership of persons is formed with joint assets. Partners in a general partnership are jointly and severally liable for the debts of the partnership — a creditor can hold one partner liable for the entire amount. In a professional partnership, partners are in principle liable for equal shares.
The situation is different with a partnership agreement. There is no joint property and no joint and several liability by operation of law. Each party remains liable for its own obligations, unless the contract or external conduct implies otherwise. Please note: if the parties present themselves externally as a single enterprise and pursue joint profit, a court may still classify the partnership as a general partnership (VOF) or professional partnership (maatschap) — with all the associated liability consequences. The name on the contract is not decisive; the actual structure counts.
Which agreements should be included?
A useful cooperation agreement regulates, in any case:
- Goal and scope. What exactly is the collaboration, and what falls outside of it?
- Contribution. Who contributes money, hours, knowledge, customers, or resources, and at what value?
- Allocation of costs and revenues. Profit distribution, cost sharing, and invoicing.
- Liability. Who bears which risk, and which liability is excluded or limited?
- Intellectual property. Who owns what upfront, and to whom does jointly developed IP belong?
- Confidentiality and competition. Protection of commercially sensitive information.
- Duration, termination, and exit. How long does it run, and how do you end neatly?
- Disputes. Which law, which court, or arbitration applies in the event of a conflict?
Contribution, profit sharing, and exit are the main issues where collaborations break down. A brief practical example: two SMEs are developing a software tool together. They arrange the profit sharing, but not who becomes the owner of the source code. If the collaboration ends, both claim the tool — and without an IP provision, that is an expensive, drawn-out dispute.
When do you use this contract?
A partnership agreement is suitable for situations where you wish to collaborate without merging your businesses. Examples include a joint project with a defined goal, a distribution or supplier relationship with mutual obligations, the co-creation of a product, or a long-term alliance where both parties remain independent. However, if you do wish to establish a joint venture with shared assets, a general partnership (VOF), professional partnership (maatschap), or private limited company (BV) with a shareholders' agreement is more appropriate.
Honest recommendation
For a simple, short-term partnership with limited interests and a clear division of roles, a good sample contract that you fill in yourself will suffice—in which case you won't need a lawyer. Do ensure, however, that you at least define the objective, contributions, division, liability, IP, and exit. As soon as substantial funds, jointly developed IP, shared liability, or a longer term are involved, it pays to have the agreement drafted or reviewed. The risk of being unintentionally classified as a general partnership (VOF) or of IP rights remaining unclear outweighs the cost of a good contract.
Want to know more? Read about common mistakes and pitfalls and use the checklist. If you want to get it right immediately, check out our page on the cooperation agreement.
Frequently Asked Questions
A contract in which two or more independent enterprises define how they collaborate without establishing a joint legal entity. It regulates contributions, the distribution of costs and revenues, liability, intellectual property, confidentiality, duration, and exit. The agreement is not subject to any formal requirements, but documenting it in writing is highly recommended.
In the case of a general partnership (VOF) or professional partnership, a partnership is formed with joint assets and liability by operation of law — in the case of a VOF, even joint and several liability. With a cooperation agreement, each party remains an independent enterprise without shared assets. Please note: if you present yourself externally as a single enterprise with shared profits, a judge may still classify the partnership as a general partnership or professional partnership.
No, the agreement is not subject to any formal requirements and can, in principle, also be concluded orally. In practice, however, recording it in writing is indispensable: only in this way are the agreements regarding contribution, distribution, and exit demonstrably established. Without a contract, you fall back on general contract law, which is rarely tailored to your specific situation.
No, that is precisely the characteristic. No new entity with equity is created; each party retains its own business, administration, and tax position. If you do want a joint venture with shared assets, you choose a general partnership (VOF), professional partnership, or private limited company (BV) with a shareholders' agreement.
Contributions, profit sharing, and exit are the issues where collaborations most frequently break down. In addition, liability and intellectual property are crucial, especially in co-creation. Establish ownership of pre-existing IP and the rights to jointly developed IP.
A collaboration agreement is suitable if you want to collaborate without merging your businesses: for projects, distribution, co-creation, or alliances. If you want to invest jointly, build capital, and share risk within a single enterprise, a BV with a shareholders' agreement is generally more appropriate.
Not always. For a simple, short-term collaboration involving limited interest, a good sample contract is often sufficient. However, as soon as substantial funds, joint intellectual property, shared liability, or a long duration are involved, it pays to have the agreement drafted or reviewed.
