Legal Agreements for Successful Online Business Collaborations

This is Part 3 of the Collaboration Series. 

In Part 1 of the Collaboration Series, we explored the many benefits of collaborations for your online business. You can read about these benefits here.

In Part 2 of the Collaboration Series, we explored the differences among partnerships, joint ventures and collaboration agreements.  You can read more about these different structures here. 

Do I Really Need A Contract for My Online Business Collaboration? 

Put the Details of Your Online Business Collaboration in Writing

There are a few key legal considerations to think about when structuring your collaboration. You’ll want to make sure that each collaborator agrees to keep the other’s confidential information private. Intellectual property considerations are also important to discuss with your collaboration partner. How will the parties handle disputes that come up? With careful planning at the outset disputes are less likely to happen, but it’s better to plan ahead and decide how you’ll handle a dispute if one comes up. 

A well written collaboration agreement will cover the business and legal issues. Business and legal issues often overlap, but a good contract will serve as a roadmap for the collaboration, identifying all of the business terms the collaborators have agreed to and how they want to handle any legal elements of the collaboration. 

A well drafted collaboration agreement should tell a story about what is happening between or among the collaborators. Your contract story should have a beginning - who are the characters in the story, a middle - how are the characters going to interact with each other throughout the story, and an end - when and how will the story end. 

Collaboration Agreements Will Contain Several Important Provisions

When putting your collaboration agreement together, here are some of the key elements you’re likely to find in a solid collaboration agreement:

The Parties: Who are the parties to the contract, and what is their contact information. Remember, if you are operating your business as an LLC, then the LLC is the party to the agreement, not you personally. It’s also helpful to include the parties’ physical and email addresses, which can be important if there is ever a dispute and you need to enforce the agreement. 

Rights and Responsibilities of the Parties.  These provisions are usually covered over several different paragraphs of the agreement, and are the most important provisions in the contract because they identify the business deal between the collaborators. The agreement should cover topics such as, what each party is responsible for, what the deadlines are for those tasks, what payments are required, when payments are due and how payments are made.

Confidentiality. When you work with a collaborator, you’re likely going to share some confidential information about your business - details that are not known to the general public. The agreement should be clear that the parties will keep business information they learn about one another confidential. It’s important not to over disclose information, especially if you are working with someone you are just getting to know, but disclosure of some confidential information is likely necessary to complete the collaboration. 

Intellectual property provisions.  The collaboration agreement should cover a few intellectual property concepts. The parties should represent to each other that they own any intellectual property they are bringing to the collaboration. The collaborators will also need to decide what happens to any intellectual property brought into the collaboration as well as any new intellectual property created jointly by the two parties. Usually the collaborators will continue to own any intellectual property they bring to the collaboration. But there are decisions to be made about how the content can be used after the collaboration ends. if the collaborators jointly create new intellectual property, for example, a jointly delivered webinar, then they’ll need to decide how it can be used afterwards. Or, if one collaborator presents to someone else’s audience, will that person be able to replay that presentation on their own? If so, for how long?  

Termination provisions. The collaborators should agree on how long the collaboration will last. Will it be a one-time occurrence, or will it occur over a series of scheduled events? If the collaboration isn’t working, how can the parties call it off? 

Dispute resolution. How will the collaborators resolve disputes? In a collaboration, hopefully the parties have some history and experience with one another, and can work cooperatively to hammer out any disputes. But that may not always be true. If the parties can’t work out a good faith resolution to their disagreement, what will be the next step? 

Integration Clause. This is a fancy way of stating that the written contract sets forth the whole agreement, and that the parties are not relying on anything said or written outside the agreement, for example, in emails. Taking the time upfront to hammer out the details of the collaboration can avoid misunderstandings after the collaboration is underway. 

Capture Your Business and Legal Terms in Your Collaboration Agreement

The provisions listed here are some of the important concepts you might want to consider for your online business collaboration agreement. Whether you need additional or different provisions will depend on the type of project you are planning. It’s important that your collaboration agreement set forth the business terms as well as the legal terms. If your business terms are thoughtfully discussed between the collaborators and included in the agreement, it’s much less likely you’ll need to fall back on the legal terms when there is a dispute you can’t resolve. 

If your collaboration project involves guest lecturing, guest appearances on a podcast, guest blogging, or some other situation that is more of a one-way effort - one party is providing content for the other, then you might consider an agreement designed for this type of situation - a guest lecturer agreement, a guest podcast agreement or guest blogger agreement. Using a contract template that most closely aligns with the specific situation and the goals you are trying to achieve is more likely to provide you with the best legal protection. 

Are you looking for a template to help you get started with your online business collaboration?  Be sure to check out my customizable legal templates in the Template Shop. You’ll find a few different templates, including a 3 in 1 Collaboration Agreement and Bundle Terms & Conditions.