Business collaborations
If you intend to collaborate with another business, this section will help you decide what form the collaboration can take and how this can be documented. It explains why you should always start off by entering into a A letter of intent, also referred to as heads of agreement, heads of terms or memorandum of understanding, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. and then guides you through both a An agreement between two or more businesses who wish to enter into a contractual business collaboration. The agreement will specify the scope and terms of the collaboration. and a A collaboration between two or more businesses which takes the form of a separate company set up and jointly owned by them specifically for the purposes of their collaboration. The businesses will typically regulate their relationship by entering into a joint venture agreement and agreeing a bespoke set of articles of association for the company., comparing the two. This section does not give detailed guidance on competition law; if you think it may apply to you, you will need expert legal advice.
Benefits of collaborating with other businesses
Preparing your business before collaborating with another
Signing a letter of intent
- 4.What is a letter of intent?
- 5.When am I likely to need a letter of intent?
- 6.Do I need a letter of intent before collaborating with a business?
- 7.What should I include in my letter of intent?
- 8.Do both parties need to sign a letter of intent?
- 9.Can my company be liable if I sign a letter of intent?
- 10.Can I include terms in a letter of intent which are legally binding?
The legal form of your business collaboration
- 11.What different legal forms can I use if I wish to collaborate with another business?
- 12.How do I decide which legal form to use if I wish to collaborate with another business?
- 13.Should I be concerned about competition law if I wish to enter into a business collaboration?
- 14.What impact does Brexit have on my business collaboration?
Contractual business collaborations
Comparing contractual business collaborations with corporate joint ventures
- 19.When should I enter into a contractual business collaboration as opposed to a corporate joint venture?
- 20.When should I enter into a corporate joint venture as opposed to a contractual business collaboration?
- 21.What are the potential benefits of entering into a contractual business collaboration as opposed to a corporate joint venture?
- 22.What are the potential benefits of entering into a corporate joint venture as opposed to a contractual business collaboration?
Documenting a contractual business collaboration
- 23.What documentation do I need for a contractual business collaboration?
- 24.Do I need a non-disclosure agreement when entering into a contractual business collaboration?
- 25.Do I need a letter of intent before entering into a contractual business collaboration?
- 26.Do I need an agreement when I am entering into a contractual business collaboration?
What to include in a business collaboration agreement
- 27.What terms and conditions should I include in my business collaboration agreement?
- 28.What objectives should I set out in my business collaboration agreement?
- 29.How can I make it clear that my business collaboration is not intended to be a partnership?
- 30.What provisions should I include in my business collaboration agreement about project management and coordination?
- 31.How should a business collaboration agreement deal with my company's contribution?
- 32.How should the profits and losses of the collaboration be split between the parties?
- 33.Should my business collaboration be an exclusive arrangement?
- 34.How can I terminate my business collaboration agreement?
- 35.What restrictive covenants should I include in my business collaboration agreement to protect my business following termination?
- 36.What should I do if there is a dispute with the other party during my business collaboration?
Protecting against liability in a business collaboration agreement
Protecting information and IP in a business collaboration agreement
- 38.How will my confidential information and trade secrets be protected in my business collaboration agreement?
- 39.How will my intellectual property be protected in my business collaboration agreement?
- 40.Who owns intellectual property created through a contractual business collaboration?
- 41.How should my business collaboration agreement deal with ownership of intellectual property created as a result of the collaboration?
- 42.How should my business collaboration agreement deal with data protection?
Competition law issues
- 43.Do I need to consider competition law issues when I am entering into a contractual business collaboration?
- 44.In what circumstances might my contractual business collaboration breach competition law?
- 45.What competition law warning signs should I look out for when I am entering into a contractual business collaboration?
- 46.When might competition law not apply to my contractual business collaboration?
- 47.Where can I find guidance on competition law?
Template data processing agreement
A data processing agreement is a legally binding, written contract governing the relationship between a data controller and a data processor, as well as the scope of their data processing activities. The agreement sets out the rights and responsibilities of the controller and the processor when they are sharing personal data, including what data is to be processed and how. It might also be referred to as a DPA or a data processing addendum. It’s a legal requirement under Article 28 UK GDPR for a data controller and a data processor to have a written processing agreement in place when they share personal data. If you are a data controller, this template will help you to comply with that legal obligation. It’s also a legal requirement for a data processor and a data sub-processor to have a written sub-processing agreement in place when they share personal data. This template can also be used to help you comply with that legal obligation if you are a data processor. Data processing agreements are typically provided as an attachment (also called an Addendum) to another contract that the data controller and processor already have in place (eg a Services Agreement). This template is drafted on that basis. You can customise it to your specific processing activities.
£25 + VAT
Business collaboration agreement
A business collaboration agreement is an agreement between two or more businesses that will be working together on a commercial project. It sets out the scope of their cooperation and the key commercial terms that have been agreed, including the parties’ obligations and responsibilities. It might also be referred to as a cooperation agreement, a collaboration contract or a project collaboration agreement. It’s important to use proper legal contracts when you are collaborating with another business to ensure you are both clear about what has been agreed and to provide your business with key legal protections. This will help to make sure your project runs smoothly and may help to avoid the risk of disputes if things go wrong later down the line. This template business collaboration agreement will help you to put in place a framework for your project collaboration and will ensure that you have key commercial terms in place. This document is also available as part of our Business collaborations toolkit , which will take you through the process of entering into a business collaboration and provide guidance on protecting your position.
£25 + VAT
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