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Download a free collaboration agreement template and learn how to draft one that actually protects your partnership, not just ticks a legal box.
A collaboration agreement is a contract between two or more parties working toward a shared goal without forming a formal joint venture or merging their businesses. It defines what each party contributes, what each party gets out of it, and what happens when things don't go to plan.
The parties can be companies, individuals, or institutions. One might bring IP, brand reach, or technology; the other might bring distribution, funding, or specialist expertise.
For example, a pharmaceutical company partnering with a university research lab on a drug compound, or two SaaS companies co-developing an integration, would both typically sign a collaboration agreement like the one above before work begins.
Collaboration agreements are common in product co-development, co-marketing campaigns, research partnerships, content creation, and creative projects.
They're versatile enough to cover almost any joint endeavour, which is precisely why poorly drafted ones tend to cause the most problems later down the line.
Put simply, you need a collaboration agreement in place before a collaboration or partnership officially starts.
More specifically, you should use a collaboration agreement whenever:
If you're only exploring whether a collaboration might work, a mutual NDA is probably sufficient for that stage. Once you're committing resources, you need a proper agreement.
Where the relationship is closer to an ongoing commercial partnership, a partnership agreement or joint venture agreement may be more appropriate.
A well-drafted collaboration agreement covers more than the basics. Here's what to include and why each clause matters in practice.
Identify each party by their full legal name and jurisdiction. The recitals should explain the purpose of the collaboration in plain terms, not just legal boilerplate.
This section sets context for interpreting the rest of the agreement if there's ever a dispute, so make it accurate and specific.
Define what the parties are actually doing together. Be specific: what are the deliverables, what's in scope, and equally important, what's explicitly out of scope. Vague scope language is the most common source of collaboration disputes.
If the collaboration involves building a product feature, name the feature. If it involves entering a specific market, name the market.
What is each party providing? This could be funding, personnel, technology, brand assets, customer relationships, or market access.
Specify what each party is obligated to contribute and by when. If contributions are unequal, that's fine, but it needs to be documented clearly so there's no room for later disagreement.
For a refresher on this, check out this guide to consideration in a contract.
This is usually the most contested clause and the one most likely to cause serious problems if it's vague.
You need to address three distinct categories: background IP (what each party brings into the collaboration), foreground IP (what's created during the collaboration), and improvements to background IP. Each category can have a different ownership structure, so be specific.
If the collaboration generates revenue, how is it split? If it incurs costs, who pays? Include payment timelines and the mechanism for calculating each party's share. If this is a non-commercial collaboration, state that explicitly.
Both parties will likely share sensitive information during the project. The confidentiality clause should define what counts as confidential, how it can be used, and how long the obligation persists after the agreement ends.
If you need a standalone NDA alongside this agreement, Juro's confidentiality agreement template is a good starting point.
Who has authority to make decisions on behalf of each party? How are disagreements escalated? For longer collaborations, consider including a steering committee structure and a formal process for agreeing changes to scope.
How long does the agreement run? Can either party terminate for convenience, or only for cause? What happens to work in progress, shared assets, and IP when the collaboration ends? Wind-down provisions are frequently skipped in drafting and almost always regretted.
Consider mutual caps on liability and carve-outs for specific risks such as data breaches or IP infringement claims. Think about what each party's worst-case exposure looks like and whether the clause adequately limits it.
For guidance on how liability clauses typically work in commercial contracts, Juro's guide to contract risk management is a useful reference.
Choose a jurisdiction and specify whether disputes go to court, mediation, or arbitration. For cross-border collaborations, this clause deserves more attention than it typically gets.
Juro's guide to governing law clauses covers the key considerations.
Even well-intentioned collaboration agreements often have gaps that create real problems down the line. These are the ones that come up most often.
Many collaboration agreements include a generic clause stating that "IP created during the project is jointly owned." It sounds fair. In practice, it rarely works out that way.
The rules on joint IP ownership vary significantly by jurisdiction and by the type of IP involved, and they rarely produce the outcome the parties were expecting. In some jurisdictions, a co-owner can exploit jointly-owned IP for their own benefit without accounting to the other party.
In others, neither party can license the IP to a third party without mutual consent, which can create a deadlock if the relationship sours.
The specifics depend on where you are and what kind of IP is involved, so this is an area where taking proper legal advice before drafting is particularly worthwhile.
What happens when the collaboration naturally expands beyond its original purpose?
Without a change control mechanism, scope creep goes undocumented and the agreement becomes disconnected from what the parties are actually doing.
A clause requiring both parties to sign off on material changes to scope is often worth including in any agreement that runs for more than a few months.
Collaborations end, sometimes successfully, sometimes not, and the agreement should address what happens to shared data, jointly-entered third-party contracts, and customer relationships when it does.
The winding-down provisions are frequently the last thing drafted and the first thing disputed, so it's worth treating them with the same care as the set-up.
These are legally distinct. A partnership agreement creates a formal legal partnership with shared liability between the parties, whereas a collaboration agreement keeps them legally separate.
If you're not sure which structure is appropriate for your situation, this is worth taking legal advice on before you draft.
If the collaboration involves sharing personal data, a data sharing agreement or data processing addendum may be required alongside the collaboration agreement.
Regulatory requirements vary by jurisdiction, and the ICO's guidance on data sharing is a useful starting point for UK-based parties.
In some industries, a collaboration between competitors may require regulatory clearance before it begins, and sector-specific requirements can apply in areas like life sciences and financial services. If there's any doubt, it's worth checking early rather than after signing.
If you're reviewing a collaboration agreement drafted by the other party rather than drafting your own, a few areas often warrant particular scrutiny.
These are common patterns rather than universal rules, and the right approach will depend on your specific situation.
Drafted agreements tend to favour whoever wrote them, so it's worth reading the IP clause carefully and mapping it against what your organisation is actually contributing to the project.
If you're bringing significant background IP, checking that the agreement is explicit about what you retain, and what any licence you're granting actually covers, is generally advisable.
Some collaboration agreements include clauses that restrict you from working with the other party's competitors during the term. These can be commercially significant and the scope is often broader than it first appears, so it's worth understanding what you're agreeing to before signing.
A clause that seems reasonable for a six-month project can become a real constraint if the collaboration runs for two years.
Who can talk about the collaboration publicly, and on what terms? A clause giving the other party broad rights to use your brand name and logo in their marketing materials without prior approval can cause problems, particularly if the relationship ends on a negative note later on.
In most businesses, collaboration agreements sit in a grey zone between legal, commercial, and whichever team is running the project. Legal drafts them; the business runs them; and often nobody has a clear view of what has been agreed, what has changed, or when they expire.
This creates real risk. A collaboration agreement that outlives its original project scope, or that nobody has reviewed since signing, is a liability rather than an asset.
The better approach is to treat collaboration agreements like any other commercial contract: with a clear owner, a proper approval process, a cohesive negotiation workflow, and a system for tracking obligations and renewal dates.
Teams using Juro manage collaboration agreements end-to-end in one place, from drafting through to a searchable contract repository with AI-extracted data, so key terms and obligations are always visible. You can see how it works here.
The collaboration agreement template available to download on this page covers the core clauses described above and is intended as a practical starting point for commercial collaborations between businesses.
It is not legal advice, and any agreement should be reviewed by a qualified lawyer or attorney before use, particularly where the collaboration involves significant IP, cross-border parties, or material financial commitments.
Before using the template, it's worth considering:
For more resources, check out the ones below:
From Juro
External references
Want to see how fast-growing companies manage collaboration agreements at scale? Book a demo or join Juro's community of in-house lawyers to compare notes with peers who've been there.
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