Business collaboration agreement – 12 questions to regulate

By Mallbutiken · Facts checked 30 September 2026 · Approximately 9 minutes reading

A collaboration agreement between companies should describe both what the parties want to achieve and what happens when the collaboration does not go according to plan. The most important issues are usually scope, responsibility, decision-making authority, finance, intellectual property, confidentiality, data, division of responsibilities, and how the collaboration can be terminated.

When is a collaboration agreement appropriate?

A collaboration agreement can be used when two or more companies are to work together without forming a joint venture. This may apply to joint sales, product development, marketing, licensing, distribution arrangements, referral collaborations, or joint projects.

The agreement should be adapted to the relationship. If one party is, in practice, only delivering a defined service in exchange for payment, a service or consultancy agreement may be more accurate. If the parties are to form and own a company together, corporate legal documents and a shareholders' agreement are usually also needed.

12 issues a collaboration agreement should answer

1. What is the purpose of the collaboration? Describe the commercial goal and define what is not included.
2. What is each party to deliver? Specify activities, resources, deadlines, and quality requirements.
3. Who gets to make which decisions? State contact persons, decision thresholds, and matters that require the approval of both parties.
4. How is revenue distributed? Define the basis for calculation, period, returns, credits, taxes, and reporting.
5. How are costs distributed? State which costs require prior approval and who bears the risk in the event of budget overruns.
6. Who owns what existed before the collaboration? Keep background material, trademarks, code, and know-how clearly separated.
7. Who owns new results? Regulate materials, data, designs, code, concepts, and other results created together.
8. What confidentiality applies? Define protected information, permitted recipients, and exceptions.
9. How is personal data and security handled? Assess roles, data flows, and any Data Processing Agreements (DPA).
10. How is liability distributed? Regulate breach of contract, remediation, damages, liability caps, and relevant exceptions.
11. How long does the collaboration last? State the agreement period, ordinary termination, and the right to early termination.
12. What happens after termination? Handle ongoing customers, data, materials, licenses, inventory, payments, and confidentiality.

Revenue sharing: define what the percentage is calculated on

A phrasing such as "the parties share revenue 50/50" can create more questions than it solves. Is the distribution calculated on the invoiced or paid amount? Before or after VAT? Should returns, discounts, payment fees, and marketing costs be deducted? Who provides the documentation and when can the other party check the calculation?

Intellectual property: separate background from new results

Two companies may enter the collaboration with their own assets: trademarks, databases, designs, code, methods, or documentation. Define these as the parties' pre-existing rights and specify the limited use the other party has during the collaboration.

Thereafter, you need to regulate new results. Should one party own them? Should ownership be joint? Should one party own while the other receives a license? If both are to be able to use the result afterwards, the scope, market, time, and right to sub-license need to be clear.

Confidentiality, trade secrets, and data

The Trade Secrets Act provides protection for certain information that, among other things, is kept secret through reasonable measures and whose disclosure could cause competitive harm. A collaboration agreement can supplement this statutory protection by defining how information may be used, which individuals have access, and how material should be returned or deleted.

If personal data is exchanged, the parties also need to assess their roles according to GDPR. Two collaborating parties are not automatically controller and processor. Base this on who determines the purpose and means for each processing activity. Read the guide to Data Processing Agreements (DPA) if one party processes data on behalf of the other.

Decision-making model and deadlock

When parties are equals, decision-making can get stuck. Therefore, specify which issues a project manager may decide, which require joint approval, and how a deadlock is escalated. A simple procedure can be: contact person → steering committee → company management → negotiation on change or termination.

For larger collaborations, a decision matrix can reduce the risk of both parties thinking the other is responsible for the same thing.

Termination and exit: write the end before the collaboration begins

The agreement should distinguish between ordinary termination and early termination due to, for example, material breach of contract, insolvency, or repeated quality problems. If necessary, give the defaulting party the opportunity to remedy the situation within a set period.

Exit provisions should answer:

• What happens to ongoing customer assignments?
• When is the final settlement made?
• Are the parties allowed to continue using joint material?
• How is access to systems and data terminated?
• What should be returned or deleted?
• Which confidentiality and IP terms continue to apply?
• How is the end of the collaboration communicated to customers?

Unreasonable terms and freedom of contract

Swedish contract law gives companies great freedom to design commercial agreements, but the Contracts Act (Section 36) makes it possible to adjust or disregard unreasonable terms after an overall assessment. It is therefore better to adapt extensive exclusivity, liability, and termination terms to the actual needs of the relationship rather than copying extreme standard clauses.

Checklist before signing

• Can an outsider understand the concrete goal of the collaboration?
• Is each party's performance and deadline measurable?
• Are there clear decision and escalation paths?
• Is the financial model possible to calculate and verify?
• Are background IP and new results separated?
• Are there practical confidentiality rules?
• Have GDPR roles and data flows been assessed?
• Are liability and insurance issues reasonably distributed?
• Are there rules for changes and new work areas?
• Are ordinary and early termination clear?
• Is there a practical exit plan?
• Are appendices and the main agreement ranked if they contradict each other?

Do you need to structure a B2B collaboration?

Mallbutiken's collaboration agreement includes a main agreement and practical appendices for responsibility, finance, IP, data, and governance. Delivered in Word and PDF. Price in store: 99 SEK.

See the collaboration agreement template

Frequently asked questions

Must collaboration agreements be in writing?

There is no general formal requirement for all commercial collaborations, but written documentation is important when scope, finances, IP, and liability need to be proven and followed up. Certain transactions may be subject to their own formal requirements.

Is a collaboration agreement the same thing as a shareholders' agreement?

No. A collaboration agreement regulates the collaboration between parties. A shareholders' agreement normally regulates the relationship between shareholders in a company. In some projects, both are needed.

Can a collaboration agreement contain confidentiality?

Yes. Confidentiality is often central, but the protection should be adapted to what information is actually shared and how it may be used.