Cooperation agreement and intellectual property
Are you working together with others on, for example, a new product or innovative technology? Then make clear agreements in advance. For example, about confidentiality and intellectual property rights. Record these in a non-disclosure agreement and a cooperation agreement.
Why have a cooperation agreement?
If you are collaborating with 1 or more parties, it is wise to set out the arrangements you have made in a cooperation agreement. For example, you do not want the other party to use something you have developed without your consent. A cooperation agreement also helps to prevent misunderstandings between collaborating partners.
Misunderstandings can arise even between partners who trust one another. For example, regarding:
- what you share with one another
- how you divide the costs and profits
Check who you are going to cooperate with
You want a cooperation partner who is on the same wavelength. So be careful when looking for a partner. Have you found someone you want to work with? You can find more information about the person and the business in the KVK Business Register. You can check:
- whether the business is active or has gone into liquidation
- who owns the business
- who is authorised to sign contracts on behalf of the business
This way, you can be sure that the person you want to work with is who they claim to be.
All about working with a partner
Check out the tips for working with a partner on KVK.nl.
What should be in a cooperation agreement?
What exactly should be in a cooperation agreement is different for every situation. There is no standard example of a cooperation agreement.
Important topics to include in the agreement are:
- What is the goal of the collaboration?
- Who contributes what knowledge?
- What knowledge do you develop together?
- Who pays what costs?
- How will you share any profits?
- Who gets the IP rights?
- How do you deal with confidential information?
- How long will the cooperation last and how you can end it earlier.
Also check the general rules for contracts and agreements.
Protect your idea with IP rights
You can often protect your idea with intellectual property (IP) rights. However, this is only possible once you have developed your idea sufficiently – for example, as a product featuring a new technology or a new design. For a technical invention, you can, for example, apply for a patent. You can protect the appearance of your product with design rights.
Nondisclosure agreement (NDA)
It is sensible to agree a non-disclosure agreement (NDA) in advance with the parties you are working with. This puts you in a stronger position if they share or disclose information without your consent. If they do, you may be able to take legal action.
Record your idea in the i-DEPOT
Have you not yet developed your idea in full, but want to take steps now to strengthen your evidence? You can also record your idea in the i-DEPOT of the Benelux Office for Intellectual Property (BOIP). Your idea will then receive a date stamp. This is proof that you already had this information on that day. You can use this in the event of a potential dispute. However, the i-DEPOT is not an intellectual property right and does not, in itself, offer any protection.
Linking a non-disclosure agreement to the i-DEPOT
Do you want to share your idea with, for example, investors or business partners? If so, you can link an online NDA directly to your i-DEPOT. This way you have extra proof in case of a possible dispute.
Protecting information as a trade secret
You can protect valuable confidential information belonging to your business – which is not generally known or publicly available – as a trade secret. To protect information as a trade secret, it must meet 3 conditions. One of the conditions is that you take measures to keep the information confidential.
These measures might include:
- entering into an NDA with parties you work with
- setting out your idea in the i-DEPOT
- linking an NDA to your i-DEPOT
Moving forward together as a company
Are you planning to work together for a long time? You may then decide to set up a company together. You need to choose a legal structure that suits the collaboration. The most common legal structures for collaboration are:
See the overview of all legal structures.