Collaboration Agreements

A collaboration agreement is essential to protect and reflect the true interests of the parties.

Collaboration Agreements

We often set up a collaboration company or joint venture vehicle for carrying out the specific purposes and trading activities of the collaboration.

If the intention is to sell the intellectual property or any specific assets created by the collaboration a separate company will often make this sale easier. Also, liabilities created within the collaboration company can be ring-fenced and protected from the creditors of a particular contributor.

How the shares within the company will be managed and dealt with is often set out in a shareholders’ agreement. This sits alongside the provisions of the collaboration agreement. The shareholders’ agreement governs the relationship between the collaborators, whereas the collaboration agreement governs their relationship with the works.

The risk of no collaboration agreement

The default position is that each co-owner is entitled to an equal share in the works created through the project and the intellectual property rights subsisting in them. This means that each co-owner may use them without the consent of, and without accounting to, the other co-owners. Not only is this often unfair, but it also harms your business.

For example, if two or more people are registered owners of a trade mark, each owner can individually use the trade mark for their own purposes. One might choose to use it on merchandising, another might decide to use it on a mobile app, whilst another might decide to use it on a store front. Not only is this confusing to the public, but multiple varied uses may mean the trade mark becomes vulnerable to cancellation for ‘genericide’ or improper use.

Infringement, enforcement and disputes

Collaboration agreements are best thought of as commercial ‘pre-nuptial’ agreements – you hope you never have to take it out of the drawer, but just in case you do, it helps to minimise disputes and the fallout from them.

Where a dispute does arise, it is treated as a breach of contract. We aim to assess and resolve issues quickly and minimise commercial damage.

Our approach is practical, experienced and cost-effective.

John Deane

Qualified since 1989, knowledgeable and approachable, John advises SMEs and their investors in a range of sectors. He has an established reputation in the technology, art and media industries.

Let us take it from here

Call us on 020 7438 1060 or complete the form and one of our team will be in touch.