Use a collaboration agreement when you and another party are looking to work together on a commercial project on a collaborative or cooperative basis. Make sure you clarify any aspects of the collaboration in a formal collaboration agreement, including confidentiality, ownership, revenue and termination.
When should I use a collaboration agreement?
Use this collaboration agreement when:
you and another party are looking to work together on a commercial project
you want to formalise the arrangement with a legally binding document
you want to set out clear terms between the parties
What's included in a collaboration agreement?
This collaboration agreement covers:
the 'focus' of the collaboration (ie the overall goal of the collaboration)
when the collaboration starts
proposals and projects
ownership of intellectual property
any additional terms between the parties
What is a collaboration agreement?
A collaboration agreement (also known as a joint venture or cooperation agreement) is an agreement between at least two parties looking to work together on a commercial project. The agreement sets out the terms and conditions for the collaboration and includes a project schedule where the parties can specify what project the parties will collaborate on.
Why do I need a collaboration agreement?
A collaboration agreement can help avoid any uncertainties and can clarify the nature and scope of your relationship with your collaborator. It can help set out who has control or ownership of any intellectual property and who has rights to the finished product or service.
What are the benefits of collaborating with another party?
A collaboration allows both parties to benefit from the expertise that each can offer. It can be a useful strategy when one business wants to enter a new market or launch a new product or service. The cooperation means that both businesses can share resources, risks and rewards.
What are the charges?
It may be possible to charge each party in connection with the collaboration. This means that one party may have to pay the other for any resources. For example, if one party is providing staff to work on the project, then the other party may have to pay for the employees.
What is the 'focus'?
The 'focus' of the collaboration is the overall goal of the collaboration. This is not the same as the actual project that the parties are collaborating on. For example, the overall goal of the collaboration may be to combine the expertise of the development and design of software. Whereas the actual project could be the development of a specific piece of software.
What are the contributions?
The contributions relate to the actual resources the parties will contribute towards the collaboration. This can be assets, manpower (ie. employees), software or other tangible assets.
What is a non-solicitation clause?
These types of restrictive covenants are clauses in the agreement that are generally designed to prevent a business from approaching the customers of another business in a bid to win their custom. For further information, read Non-solicitation and restrictive covenants.
What are warranties?
Warranties are a statement of fact, or promises, that each party gives to assure the other that certain conditions are true. For example, a warranty stating that the parties entering into the collaboration agreement is not infringing any third party intellectual property rights. If this statement of facts turns out to be untrue, then the party in breach can be liable for damages.
What is a project schedule?
The project schedule is a separate agreement under the collaboration agreement for the parties to agree on specific projects or tasks. The project schedule usually contains a description of a specific project, the contributions and any charges (ie fees in relation to the project that one party must pay to the other).
Are intellectual property rights covered?
All intellectual property rights created or developed by a party pursuant to a project governed by a collaboration agreement is owned by that party. During the duration of the respective project under the collaboration agreement, each party grants to the other a licence to use the intellectual property rights. This is to allow them to carry out their respective obligations with regard to the project.
At the end of the project period, a party licenced to use the other’s intellectual property rights should immediately stop doing so.
Ask a lawyer for advice if:
any of the parties are based outside of England, Wales or Scotland
you're unsure about any of the terms in the agreement
you need additional drafting for any clauses in the agreement
This collaboration agreement is governed by the law of England and Wales or the law or Scotland.