What is a collaboration agreement?

If you are starting a joint project with another creative or business, a collaboration agreement sets out who does what and how you stop. Without arrangements, your collaboration may be a general partnership, with joint and several liability for its debts.

Updated November 2026: this article dates from December 2024. It now also explains when a collaboration counts under Dutch law as a partnership (maatschap) or a general partnership (vennootschap onder firma, vof) and what the law provides if you have agreed nothing.

Whether you want to make a hit series, organise a joint exhibition or develop an app, a collaboration agreement helps to keep the collaboration running smoothly. But what does such an agreement actually involve and why does it matter to draw one up?

What goes into a collaboration agreement?

A good collaboration agreement answers three important questions.

What are we going to do?

Describe the aim of the collaboration: what do you want to achieve together? That may seem self-evident, but writing it down explicitly helps to get everyone on the same page.

Who does what?

Divide the tasks and responsibilities. Who is responsible for what and how is that checked? By recording these arrangements in the agreement you avoid later argument or uncertainty about who was supposed to do what. Think of drawing up a division of tasks or setting deadlines.

What if something goes wrong?

It is precisely when everything seems to be going smoothly that it is sensible to record what happens if the collaboration ends or problems arise. How can the collaboration be brought to an end? What are the consequences? Think of arrangements about finances, intellectual property such as copyright and trade mark rights, and how you deal with conflicts or unexpected situations.

You can also include additional arrangements in a collaboration agreement, such as exclusivity clauses, how results and revenues are divided, and how confidential information is handled.

When your collaboration is a partnership or general partnership under Dutch law

The rules for your collaboration follow from what you actually do together. The heading on the contract makes little difference. There doesn’t even have to be anything on paper.

If you work on the other party’s instructions and don’t share in the proceeds, it is usually a contract for services, in Dutch an overeenkomst van opdracht (Article 7:400 of the Dutch Civil Code, in Dutch). The client can in principle terminate it at any time. Whether a notice period or compensation applies is covered under terminating a long-term contract.

If you both contribute something in order to share the proceeds, your collaboration is a partnership, in Dutch a maatschap (Article 7A:1655 of the Dutch Civil Code, in Dutch). That contribution can be money, but also goods, the use of goods or your work. A director and a writer who develop a series together and want to share the proceeds will quickly fall into this category.

If two businesses work together under a shared name to run a business, their collaboration is a general partnership, in Dutch a vennootschap onder firma or vof (Article 16 of the Dutch Commercial Code, in Dutch), in which each partner is jointly and severally liable for the debts of the vof (Article 18). Two designers who sell and invoice under one label name may therefore already be a vof, even if they have never called it that.

That difference counts as soon as a bill goes unpaid. In a maatschap you are not liable for the full amount of the collaboration’s debts. Nor can your partner bind you without your authority. In a vof each partner can conclude contracts on behalf of the vof, unless you have ruled that out. So if your partner orders a batch of fabric in the label’s name, the supplier can hold you liable for the whole amount.

Under Dutch law a partner who arranges the sale of your products in return for payment is often a commercial agent, so the rules on the commercial agency agreement apply. If you set up a joint bv, the arrangements belong in a shareholders’ agreement. For a film or series you produce together, the co-production agreement is the contract that matters.

What Dutch law provides if your collaboration agreement says nothing

If nothing is on paper and your collaboration is a maatschap or vof, the law fills the gaps. Those rules don’t always fit the way creatives work together.

Without an agreement on profit and loss, each partner gets a share in proportion to what they contributed (Article 7A:1670 of the Dutch Civil Code, in Dutch). A partner who contributed only work gets the same share as the partner who contributed least, so set the division down yourselves if one of you mainly brings money and the other mainly time and ideas.

A maatschap for an indefinite period ends when one of you gives notice, but the other can have a notice annulled if it is contrary to reasonableness and fairness (Article 7A:1686, in Dutch). If you agreed to work together for a fixed period or a particular project, you can only give notice early if you stipulated that. Such a collaboration ends of its own accord once the exhibition or the series is finished.

If your partner falls short, you cannot rescind a maatschap by letter as you could an ordinary contract. You ask the court to dissolve the maatschap for serious reasons (Article 7A:1684, in Dutch). So agree in the collaboration agreement how each of you can step out and what then happens to the work and the proceeds.

How do you draw up a collaboration agreement?

A good collaboration agreement starts with an open conversation. Discuss what you expect of one another, what goals you want to achieve and where the possible sticking points lie. You then set those arrangements down in a legal agreement.

Although you can draw up a collaboration agreement yourself, it is sensible to involve a lawyer. A lawyer can think the important points through with you and make sure the agreement is clear. That prevents not only misunderstandings but legal problems in the future.

A lawyer can help, for instance, with drafting provisions on intellectual property, liability and the division of financial risks. That is particularly important where you are working together on high-value projects, such as an app or a film.

If you are developing a product, material or app together, the question of who owns the result belongs in an R&D agreement. If you want to take over the rights in what your partner made, you need a written deed. Read more about assigning copyright.

What are examples of a collaboration agreement?

There are countless situations in which a collaboration agreement is useful. Think of:

• jointly developing an app;
• producing a film or TV series;
• starting a joint business or project;
• working together on an exhibition or event.

In all of these cases it pays to draw up a collaboration agreement. It means you know exactly what you can expect of one another, who has which responsibilities and what happens when the collaboration ends. A clear collaboration agreement can prevent a great many problems in the long run and offers certainty to everyone involved.

Whether you are working on a creative project or embarking on a business venture, invest in a good collaboration agreement. It is the basis for a good collaboration.

Starting a collaboration and want to know which arrangements you need? Call 020 675 88 21 or get in touch.