Collaboration agreement

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.

This is for use by two parties wishing to carry out a joint enterprise, where the parties do not want to go to the expense and formality of setting up a joint venture company.

This template is appropriate for collaborative activities between businesses operating and based in Ireland.

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.

Distribution agreement

Agency agreement

You may also find our guide on joint ventures useful.

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 consider a separate confidentiality agreement.

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.

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.

You can find our mutual non-disclosure template here

To find out more read our guide about when you should use NDAs