Drafting cooperationagreementa

A collaboration agreement is an agreement in which two or more parties set out how they will collaborate towards a common goal, while each party remains legally independent. The collaboration may concern a project, client, product, service, market approach, innovation, or joint development.

In a collaboration agreement, you regulate, among other things, the division of roles, the contributions of the parties, costs and revenues, liability, confidentiality, intellectual property, client relationships, decision-making, and termination. This prevents the collaboration from remaining dependent on trust alone.

MKB Juristen drafts cooperation agreements that align with your commercial arrangements, sector, risks, and method of collaboration. We look not only at the legal text but also at the practical implementation.

You need a collaboration agreement if parties create value together but do not wish to enter into an employment contract, a contract for services, or a standard supplier-customer relationship. Examples include joint customer service, joint product development, co-creation, marketing partnerships, distribution cooperation, R&D, innovation projects, or a strategic partnership.

The agreement is particularly important when parties incur costs, divide revenues, share confidential information, develop intellectual property, or act jointly. It is precisely then that agreements regarding responsibility, ownership, clients, invoicing, and termination must be clear in advance.

The content depends on the collaboration, but in many cases we assess or arrange, among other things:

• the purpose and scope of the cooperation;
• the division of roles and obligations of each party;
• the contribution of knowledge, customers, labor, money, or resources;
• cost allocation, revenue allocation, commission or profit sharing;
• invoicing, reporting and financial accountability;
• intellectual property on existing and new results;
• confidentiality and protection of confidential information;
• exclusivity, non-solicit and customer relations;
• liability for errors, delays or claims;
• decision-making, consultation and escalation during discussion;
• term, notice, termination and settlement;
• Competition law considerations regarding cooperation between competitors.

In collaborations where parties jointly develop products, services, technology, software, content, methods, or other results, intellectual property is often one of the most important topics. Without clear agreements, disputes can arise regarding ownership, who may use the result, and who may commercially exploit it.

A collaboration agreement may, for example, stipulate that existing knowledge remains with the original party, that new results accrue to one party with a license for the other, or that the parties make joint exploitation agreements. It may also regulate who may use source files, documentation, data, designs, or client materials after termination.

We formulate the IP agreements as concretely as possible: which existing rights remain outside the collaboration, which new results arise within the collaboration, who may use them, under what conditions, and what happens if the collaboration ends.

Many collaborations stall because parties do not agree sufficiently precisely on how costs and revenues are distributed. Concepts such as profit, margin, turnover, commission, or success fee must be concretely defined. It must also be clear who issues invoices, who manages customer contact, and how outstanding costs are settled.

In addition, it is advisable to make agreements regarding existing customers, new leads, joint customers, and customer relationships after termination. Without an arrangement, disputes may arise regarding who introduced a customer, who is allowed to continue serving the customer, and whether one party may bypass the other.

A cooperation agreement between competitors can be sensitive under competition law. Cooperation is not prohibited, but parties must avoid making agreements or exchanging information that restrict competition. Examples include price fixing, market sharing, customer allocation, production restrictions, or the exchange of competitively sensitive information.

Therefore, in collaborations between competitors, we assess which information is necessary for the partnership and which information must remain outside of it. We also pay attention to exclusivity, joint sales, pricing agreements, and agreements regarding customers or markets.

The cooperation agreement must facilitate the cooperation without creating unnecessary antitrust risks. A separate assessment is necessary in the case of sensitive horizontal cooperation.

A collaboration agreement for software development requires different arrangements than a collaboration in construction, marketing, healthcare, or business services. In IT and technology, the emphasis is often on software, source code, licenses, data, support, and further development. In construction and engineering , planning, materials, delivery, safety, subcontracting, and liability play a greater role.

In marketing and communication, it often involves campaign content, copyright, revision rounds, customer contact, and usage rights. In healthcare and business services , privacy, professional rules, confidentiality, liability, and the division of roles are important. In innovation and R&D, it often revolves around knowledge contribution, grant conditions, publications, and intellectual property.

Do you already have a collaboration agreement? If so, we can verify whether the document still aligns with the actual collaboration. We assess, among other things, the division of roles, costs and revenues, intellectual property, confidentiality, exclusivity, liability, client relationships, termination, and any antitrust risks.

We also assess whether the agreement is practically feasible. A provision may sound legally sound but still cause problems if the parties do not know how to apply it in their daily cooperation.

After a brief intake, we discuss the goal of the collaboration, the parties, the input, the commercial agreements, and the key risks. We then draft a customized collaboration agreement or review your existing agreement.

You will receive a document that sets out the collaboration from a practical and legal perspective, with attention to the division of roles, costs, revenues, intellectual property, confidentiality, liability, exclusivity, termination, and any potential competition law considerations.

This distinction is often underestimated and it determines your liability. A partnership agreement is a contract in which you record agreements regarding a joint objective, without automatically creating a separate legal entity. A general partnership is a partnership of persons in which you operate a business together under a common name, and this entails joint and several liability: each partner can be held liable for the entirety of the debts.

The risk is that you unintentionally form a general partnership (VOF). If the parties act together for joint account, with a common objective and contribution, the court may classify the collaboration as a partnership of persons, even if you have designated it as such. Our legal experts therefore explicitly define the form you choose and how liability is distributed, so that you are not faced with surprises afterwards.

These three are often confused, even though they differ significantly legally. A cooperation agreement is suitable for parties pursuing a common goal and acting as equals. If one party performs work for the other in exchange for remuneration, it is not a collaboration but a contract for services, and this requires a contract for services. If someone works under authority, it may even constitute an employment contract, with all the associated employer obligations.

Choosing the right contract type is not without obligation: it determines which obligations, liability, and tax implications apply. We assess your actual situation and ensure the document fits accordingly, so that you do not put a collaboration on paper when in fact there is an assignment or employment relationship.

If you develop something together—a product, software, a brand, or content—the question of who becomes the owner is crucial. Without agreements, undivided co-ownership can arise, whereby neither party may independently exploit the result without the other's permission. This often blocks precisely the reason you started collaborating.

In the agreement, you therefore specify who becomes the owner of the jointly developed results, who receives which usage or licensing rights, and what happens to them if the collaboration ends. May a party continue to use the result? Under what conditions? We arrange this so that the effort you put in together actually remains usable.

Most conflicts arise not at the start, but at the end. Therefore, a good exit arrangement is at least as important as the agreements regarding the objective. Regulate how and with what notice period the collaboration can be terminated, what happens to ongoing obligations and joint clients, and how the final settlement proceeds.

Also specify what happens to the joint result and intellectual property after the termination, and whether a non-compete or non-solicitation clause applies. A balanced exit arrangement prevents a termination from escalating into a protracted dispute and provides both parties with clarity in advance regarding their position.

We draft a customized collaboration agreement at a fixed price starting from 99 euros, with clarity regarding costs upfront. You will receive a draft document first and only pay afterwards. The final price depends on the complexity: the number of parties, the level of input, whether intellectual property is being developed, and how extensive the exit and dispute resolution provisions need to be.

During the free intake, we discuss the nature of your collaboration, the input of the parties, and the risks, so that the agreement aligns with your actual situation and you do not pay for provisions that do not suit your partnership.