In modern business, collaboration is essential. Whether it concerns a one-time project or a long-term alliance, clear agreements are the foundation of a successful partnership.
In modern business, collaboration is essential. Whether it concerns a one-time project or a long-term alliance, clear agreements are the foundation of a successful partnership.
Freedom of contract allows tailored arrangements, but their actual substance may trigger specific statutory rules. An agreement may, for example, have features of a services engagement, agency, franchise or partnership. Calling it a ‘collaboration’ does not exclude those rules.
We therefore first investigate what the parties do together, who deals with customers and how income and risks are allocated. Sometimes contractual collaboration is appropriate; sometimes a jointly owned company is preferable. For the latter, we draw on our work on joint ventures and shareholders’ agreements.
Describe each party’s contribution: money, personnel, technology, customers, premises or knowledge. Clarify whether a contribution involves usage rights, a service, a loan or a transfer. A commercial expectation is not automatically an enforceable purchasing or investment obligation.
Document the timetable, quality criteria, dependencies and change procedures. Who bears additional costs if a project overruns or an essential third party drops out? A budget, escalation procedure and clear powers help prevent operational decisions from inadvertently changing the legal allocation of risks.
A steering committee may be useful, but must know what it may decide. Distinguish everyday consultation, approval of changes and authority to bind parties externally. Not every project manager may incur a new obligation on the business’s behalf.
Unanimity may suit important decisions, but increases the risk of deadlock. Provide for escalation, temporary continuation and a workable way out. An expert determination of a technical issue differs from a binding decision on all legal disputes.
Establish which existing knowledge stays with the original party and who acquires rights in joint results. Shared funding does not automatically mean shared copyright or unrestricted usage rights. Exploitation, sublicensing, improvements and use after departure require separate arrangements.
We connect licensing and assignment with confidentiality and data protection. An agreement that parties ‘own the data’ is often too general: access, permitted purposes, personal data, database rights and third-party rights may follow different regimes.
Exclusivity, non-compete restrictions and the exchange of commercially sensitive information must also be assessed against competition rules. A legitimate collaborative objective does not make every market allocation or price arrangement lawful.
Contractual interpretation involves more than an isolated sentence. The Haviltex test considers the meaning the parties could reasonably attribute to their arrangements in the circumstances. We therefore clearly document definitions, principles, powers and exceptions and retain relevant negotiation records.
An order-of-precedence clause prevents an appendix or general terms and conditions from unexpectedly undermining the main agreement. A framework agreement should also clarify whether future orders are obligatory or arise only following separate acceptance.
Termination on notice, termination for breach and expiry have different bases and consequences. A breach does not automatically justify every termination; default and the seriousness of the breach may matter. For continuing agreements, terminability, notice periods and possible compensation require separate assessment, as illustrated by Goglio/SMQ.
Address ongoing customer engagements, joint investments, accounts, stock and accrued rights. A transition period and financial settlement must also be workable. Exit arrangements are particularly valuable when considered before the relationship deteriorates.
Not necessarily. Some provisions may already bind the parties, such as exclusivity, confidentiality or costs. Whether an obligation to conclude a contract has also arisen depends on the substance and circumstances. Make the distinction explicit.
Not every general consultation clause has that effect. Wording, interpretation and the situation matter. Ensure that unclear escalation arrangements do not inadvertently prevent urgent measures or necessary steps to protect deadlines.
Contact us to structure, revise or wind down a collaboration. We make commercial expectations concrete through rights, obligations and decision-making arrangements.
