What must be in writing.
WHAT AN AGREEMENT SHOULD COVER
The parties and what each does The purpose and scope Term and renewal Obligations of each party, specifically
Money: what is paid, how calculated, when
Customer ownership and relationships
Intellectual property: existing and created
Confidentiality Use of names and marks
Restrictions: exclusivity, non-competition, non-solicitation
Liability and indemnity Insurance Termination and its consequences Dispute resolution Governing law
WHY OBLIGATIONS SPECIFICALLY
Vague commitments to cooperate are unenforceable and they produce disappointment.
WHAT TO STATE
What each party will actually do, measurably where possible.
WHAT TO ADDRESS ABOUT TERMINATION
What notice is required What ends immediately and what continues What happens to customers What happens to work in progress What must be returned What obligations survive
WHY SURVIVING OBLIGATIONS
Confidentiality and non-solicitation must continue after the arrangement ends.
WHAT TO ESTABLISH ABOUT NON-SOLICITATION
Whether either party may approach the other's customers or staff.
WHY
It is the commonest post-termination dispute.
WHAT TO ESTABLISH ABOUT CONFIDENTIALITY
What is confidential How long it lasts What each may do with what they learned
WHAT TO ADDRESS ABOUT LIABILITY
What each party is responsible for Limits What happens if one party's failure causes loss to the other
WHAT TO KEEP SIMPLE
The document, where the arrangement is simple.
WHY
Over-engineered agreements for small arrangements deter partners.
WHAT TO HAVE
It reviewed by a solicitor.
