Collaboration agreement

Définition

A collaboration agreement governs how parties combine resources, expertise or activities towards a common goal without necessarily forming a separate legal entity. It allocates contributions, costs, decision-making, ownership of jointly created intellectual property, and exit. Because cooperation often generates shared IP and confidential exchange, careful clauses on ownership and confidentiality are essential.

Exemple

Two technology firms sign a collaboration agreement to co-develop a product, sharing R&D costs and jointly owning the resulting patents.

Pourquoi c'est un risque pour l'entreprise

Collaborations without a clear IP ownership clause create disputes over who owns jointly developed inventions, particularly when the relationship ends or one party commercialises the work independently. A collaboration that lacks defined exit provisions can make it extremely difficult for a party to leave without triggering an obligation to wind up the entire joint project. Sharing confidential information without adequate protection clauses can expose proprietary methods to a future competitor.

Comment le gérer

• Agree upfront on IP ownership: who owns what is created jointly, what each party brought in, and what licence rights the other party has to pre-existing IP.
• Define governance: how decisions are made, who has authority to commit spend, and how deadlocks are resolved.
• Include explicit exit provisions: what triggers a right to exit, how ongoing obligations are unwound, and how jointly owned IP is handled after exit.
• Store all versions of the agreement and any task orders or work plans in the same repository so the full picture of what was agreed is retrievable if a dispute arises.