Reviewing a collaboration agreement with another business

A collaboration agreement is lighter than a joint venture: two businesses agree to work together on a product, a campaign, a piece of research or a shared service without forming a company, each contributing time and know-how and expecting a share of what comes out. The agreement needs to settle ownership of the results and the sharing of revenue, which a short memorandum may leave undecided. I review the agreement from one party's side and return it marked up with a written explanation of the changes and which ones the other party will accept, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales collaborating with another company on a co-developed product, a joint marketing campaign, a shared event, a co-branded service or a piece of development work, and want the agreement to say who owns what and who gets paid what. Both parties are businesses.

What to look for in a collaboration agreement

Contributions, responsibilities and the plan

The agreement should attach a project plan that says what each party contributes, who does what, by when, and what each party pays for, so that a party that stops contributing is in breach of something identifiable. The review checks that contributions are stated as obligations, that the standard of performance is defined, that each party bears its own costs unless the plan says otherwise, and that a steering group or named leads make decisions with a rule for disagreement.

Whether you have become partners

Two businesses carrying on a business in common with a view of profit are partners under section 1 of the Partnership Act 1890 regardless of the label on the document, with each liable for the other's acts in the business and for its debts. A revenue-sharing collaboration is at risk of that. The review asks for an express statement that no partnership or agency is created, that neither party may bind the other, and that each contracts with third parties in its own name.

Ownership of the results and the parties' background rights

Where both parties contribute to a work and their contributions are not distinct, they are joint authors under section 10 of the Copyright, Designs and Patents Act 1988 and neither can exploit the work without the other's consent. The review asks for background intellectual property to remain with the contributor under a licence for the collaboration, for foreground rights to be allocated to one party, or split by field of use, with an assignment in writing under section 90, and for each party to have a licence to use the results in its own business after the collaboration ends.

Revenue share, costs and accounting

If the collaboration produces revenue, the agreement should say who invoices the customer, what is deducted before the share is calculated, when the share is paid, and what records each party keeps. The review asks for the share to be calculated on defined net revenue with listed deductions, for statements within a stated period, for an audit right, and for the Late Payment of Commercial Debts (Interest) Act 1998 to apply where one party holds the other's share.

Confidentiality, publicity and non-solicitation

Each party sees the other's plans, pricing and customers. The review checks that confidential information is defined, that use is limited to the collaboration, that the obligation survives the end, and that the parties have taken the reasonable steps the Trade Secrets (Enforcement, etc.) Regulations 2018 require to protect a trade secret. It also checks publicity: whether either party may announce the collaboration and use the other's name and marks, which under section 28 of the Trade Marks Act 1994 needs a written licence, and whether each party is restrained from soliciting the other's staff and customers during and after the collaboration.

Term, termination and what happens to unfinished work

The agreement should set the term or the completion of the plan as its end, allow termination on notice after a minimum period, and for breach and insolvency, and say what happens to work in progress, results, customers and revenue on termination. The review checks that a party leaving early does not take the results with it, that the remaining party may complete the project with the departing party's background rights under licence, and that the revenue share on contracts already won survives.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We are sharing revenue with the other company. Does that make us partners?

It can, if you are carrying on a business in common with a view of profit, whatever the document is called, and partners are liable for each other's acts. The review asks for an express no-partnership clause, for each party to contract in its own name, and for the revenue share to be structured as a payment under the agreement rather than a share of a joint business.

Who owns the product we develop together?

Without an agreement, the contributors are joint owners and neither can exploit the product alone. The review allocates ownership of the results to one party or by field of use, keeps each party's background rights with it, and gives each a licence to use the results in its own business afterwards.

What if the other company stops contributing halfway through?

The agreement has to make that a breach of an identifiable obligation, which is why the review asks for a project plan with each party's contributions and dates. It then checks the termination clause so that you can complete the project, keep the results and recover your costs.

Related guidance and services

• Contract review, £495, the service this page describes
• Shareholders agreement, £995
• Terms and conditions drafting, £995
• Reviewing a joint venture agreement
• Reviewing a research collaboration agreement with a university

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.