What's a collaboration agreement, and when do you need it?
Sometimes called a ‘co-operation agreement’ or ‘unincorporated joint venture’, this is a very straightforward collaboration agreement designed for two businesses who are combining their expertise and/or resources on a project or programme of activity.
It covers collaborative efforts generally (no sector/industry-specific bias) and is different from supply relationships, like distribution, agency, franchising, and contracts for supply of services and/or goods. There are separate templates for these arrangements.
This template is appropriate for collaborative activities between businesses operating and based in the UK.
What else might you need?
If you are collaborating with a business who is, or could potentially be, a competitor to your business, you should also take a look at our guide to competition law in conjunction with your collaborative activity planning.
Our expert partners also strongly recommend that you take competition law advice in these circumstances as the sharing of confidential information and any decisions around how the output of the collaboration may be supplied/sold (including where, by whom and to whom, and at what price) all give rise to possible competition law obligations and limitations – regardless of the size of your business or how long you’ve been in business.
If you’re intending to set up a separate corporate entity, such as a partnership or limited company, to manage the collaborative activity – which you might wish to do if this collaboration is intended to take place over a long period of time and to be run alongside both parties’ existing business activities – you’ll need a different joint venture template.
These types of arrangement should be undertaken only with legal advice as a number of other commercial and legal considerations will be essential to your plans.
You might also need a more specialised version of this template if your primary collaborative focus is the generation or exploitation of significant amounts of intellectual property.
Collaborative R&D agreements often contain a number of different terms, especially relating to ownership of IP and what happens where IP becomes modified by the non-owning party during the collaboration. Take a look at our template collaboration agreement (R&D) if this sounds more aligned with your commercial intentions.
If you’re looking for a template capable of covering a wider geographical remit, please get in touch and our legal expert partners will be able to help you.
There are confidentiality provisions built into this agreement but in advance of putting this document in place between you and your fellow collaborator(s), you should have a confidentiality agreement (NDA) in place between you.
If you have any questions at any stage, just select our Speak To A Lawyer feature, and we’ll match you with one of our experts who can consider your particular intentions and make drafting or other recommendations.
In fact, while this template is a great starting point and can help you to flesh out the key details of the collaboration as you and your collaborator intend it to operate, we strongly recommend that you take legal advice in relation to this document while it is still in draft format.
Collaborations can raise a number of points for commercial and legal consideration, so it’s advisable to work through with someone who is experienced in spotting them and to ensure you’re comfortable with the consequences of what’s being written in the documents and therefore legally agreed.