Collaboration agreement template

Collaboration Agreement

Parties: First Party · Second Party

1. Purpose and aims

The parties will work together on [[Describe the project, e.g. a joint product, an event, a publication, a client project]] (the “Project”). The Project aims to [[What the Project should achieve, e.g. launch the product by a date, deliver the client’s order]]. This agreement sets out each party’s role, what each contributes, how income is shared, how decisions are made and who owns the work. Each party takes part as its own independent business.

2. Roles

The First Party is responsible for: [[Role and tasks of the First Party]]

The Second Party is responsible for: [[Role and tasks of the Second Party]]

Each party performs its part with reasonable care and skill and by the agreed dates: [[Key dates or milestones]]. A party that sees it will miss a date tells the other without delay, and the parties agree on a new date.

3. Contributions and costs

Each party contributes the following to the Project at its own cost: the First Party [[Contribution, e.g. working time, equipment, materials, premises]], the Second Party [[Contribution]].

Each party bears its own costs unless a cost is listed here as shared: [[Shared costs and how they are split, e.g. venue hire 50/50, or write: none]]. A shared cost above [[Amount]] needs the approval of both parties in writing or in electronic form before it is incurred. Each party keeps receipts and records of shared costs and shows them to the other on request.

4. Sharing of income

Income from the Project, after deduction of the approved shared costs, is shared [[50]] % to the First Party and [[50]] % to the Second Party. [[Which party]] collects the income and pays the other party its share within [[30]] days of receiving it, with a statement showing the income, the deducted costs and the calculation. Each party invoices the other for its share where the applicable tax rules require an invoice. Either party may inspect the records of the Project’s income and costs once in every [[12]] months on reasonable notice. If this contract has a price schedule, it lists fixed payments one party makes to the other, which are paid on the payment terms stated in this contract.

5. Decision-making

Each party decides alone about the day-to-day work in its own role. The following need the agreement of both parties in writing or in electronic form: the Project’s budget and any shared cost; changes to the Project’s scope, dates or price to third parties; contracts with third parties for the Project; the public release of results; and the use of the Project in marketing. If the parties cannot agree within [[10]] days of a request, either party may propose to end the collaboration under the clause on term and exit.

6. Pre-existing work

Each party keeps all rights in the materials, tools, designs, software, know-how, trade marks and client relationships it had before the Project or develops outside it (its “pre-existing work”). Each party grants the other a non-exclusive licence to use its pre-existing work only as far as the Project requires and only while this agreement lasts. Neither party may use the other’s pre-existing work for anything else without that party’s consent in writing or in electronic form.

7. Jointly made work

Work the parties create together for the Project, such as designs, texts, software, recordings or product concepts, belongs to them jointly in the shares [[50]] % and [[50]] %, or, where the applicable law does not allow joint ownership of a right, is held by the party that made it with a perpetual licence to the other for the Project. Each party may use the jointly made work for the Project. Use outside the Project, licensing to third parties and registration of rights need both parties’ agreement in writing or in electronic form, and the parties share what that use earns in the same shares. Each party may name the Project and show jointly made work that is public in its portfolio.

8. Confidentiality

Each party keeps the other party’s non-public information and the Project’s unpublished results confidential, uses them only for the Project and shares them only with employees, subcontractors and advisers who need them and are bound by similar duties of confidence, during this agreement and for [[2]] years after it ends. This does not apply to information that is public without a breach, already lawfully known, lawfully received from a third party, independently developed or that must be disclosed by law.

9. Third parties and subcontracting

Neither party may hand its role or part of it to a subcontractor without the other party’s consent in writing or in electronic form. Each party is responsible for its own employees and subcontractors as for itself. Contracts with clients, suppliers or other third parties for the Project are made in the name of [[Which party, or: both parties]], and neither party may make commitments in the name of or on behalf of the other party.

10. Not a partnership or company

The parties are independent businesses that cooperate on the Project. This agreement does not create a partnership, a company, a joint venture entity, an agency or an employment relationship, and neither party represents the other. Each party is responsible for its own taxes, social contributions, insurance and staff. If the parties later want to form a company or partnership for the Project, they will do so by a separate agreement.

11. Liability

Each party is liable to the other for damage caused by breaching this agreement. Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the share of the Project’s income it received or was entitled to in the [[12]] months before the claim. Towards third parties, each party is responsible for its own role and its own commitments.

12. Term, exit and the work

This agreement starts on the effective date and ends when the Project is completed or on the end date, whichever comes first. Either party may leave the collaboration with [[30]] days’ notice in writing or in electronic form, or immediately if the other party seriously breaches this agreement and does not remedy the breach within [[14]] days of being asked to.

When a party leaves: income earned until then is shared under this agreement; the remaining party may continue the Project and may complete, use and exploit the jointly made work, paying the leaving party [[its share of the income, a fixed sum or nothing]] for that right; each party gets back its pre-existing work and the licences to it end, except as needed to finish deliverables already promised to third parties; and each party remains responsible for the commitments it made before leaving.

13. Notices and amendments

Notices under this agreement are given in writing or by email to the addresses stated for the parties, or to another address a party has notified. This contract, including any price schedule, is the entire agreement between the parties on the Project. Amendments are valid only if both parties agree to them in writing or in electronic form.

14. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

[[When and how payments between the parties are made, if any]]

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]