Why a cooperation agreement?
If you have a good idea for a new product or technology, you do not want someone else to steal it. So, proceed carefully when looking for partners (in Dutch) to collaborate with.
But misunderstandings can also happen between reliable partners. For instance, about what you share, who owns the intellectual property rights (IP), or how you divide revenues and costs. With a cooperation agreement you can avoid these misunderstandings.
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 are:
- What do you want to achieve with the collaboration?
- Who contributes what knowledge and what knowledge do you develop together?
- Who pays what costs?
- How will profits be shared?
- Who gets the intellectual property rights and what do you arrange in terms of licensing?
- How do you deal with confidential information?
Protect your idea with a non-disclosure agreement
You can often protect your idea with intellectual property rights. For example, with a patent for technological inventions or design rights for the appearance of your product. But this is only possible if your idea is recordable as a product or process.
Often, a collaboration starts before that. So, have your partners and other parties sign a non-disclosure agreement (NDA). This puts you in a stronger position should they disclose or share information without your permission. If they do, you may be able to go to court.
Record your idea
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. For example, do you want to share your idea with investors or collaboration partners? Then you can link an online NDA directly to your i-DEPOT. This way you have extra proof in case of a possible dispute.
The i-DEPOT only provides a date stamp that can be used as evidence in the event of a conflict. It does not protect your idea.
Moving forward together as a company
If you are going to work together for a long time, you can 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:
- Private limited company (bv)
- Professional partnership (maatschap)
- General partnership (vof)
See the overview of all legal structures.