cooperation.law

Acting together binds us.

The cooperation agreement

The question

How can people put their cooperation on a contractual footing without forming a company?

In brief

A cooperation agreement governs how partners who remain independent work together on a shared project. German law does not recognise it as a separate type of contract; its content follows from what the parties agree and from the general law of obligations. Anyone who agrees on a common purpose and undertakes to promote it may, without intending to, form a civil-law partnership (GbR). A good cooperation agreement knows which side of that line it is on.

The law

Forms of cooperation without a company

A framework agreement sets the terms for future individual contracts, such as prices, quality, processes and liability. Individual orders are then placed under it.

A cooperation agreement in the narrower sense combines the contributions of several partners to a project in which each remains responsible for their own part: a research collaboration, a joint bid, a jointly operated platform.

A consortium agreement governs the internal relationship of partners who appear together towards a client or funding body, for example in a funded research project or a large contract.

The label does not decide anything; the content does. Legally, a cooperation agreement is a contract of its own kind (Section 311(1) German Civil Code (BGB)). Where it governs particular services, the rules for the matching contract type apply, such as the contract for work or the service contract. Otherwise the general law of obligations applies, including the duty of consideration (Section 241(2) BGB), adaptation where the basis of the transaction is disturbed (Section 313 BGB) and termination for a compelling reason (Section 314 BGB). See Cooperation as a legal relationship.

The unintended partnership

A civil-law partnership arises from a partnership agreement in which the partners undertake to promote the achievement of a common purpose in the manner specified by the agreement (Section 705(1) BGB). No particular form is required, and neither a name nor registration is needed. A cooperation agreement that states a common purpose and creates duties to contribute can easily meet these criteria.

If, by the common will of the partners, the partnership is to take part in legal transactions, it has legal capacity (Section 705(2) BGB). This is presumed where its object is running a business under a common name (Section 705(3) BGB). The partners are then personally and without limit liable for its debts (Section 721 BGB).

If the cooperation does not act externally, a partnership without legal capacity may arise, an internal partnership (Innengesellschaft, Section 740 BGB). It, too, has consequences under partnership law, for instance on information rights, termination and winding-up (Sections 740 to 740c BGB).

The line runs between exchange and common purpose. In an exchange contract each party pursues its own interests, and one performance is consideration for the other. In a partnership the contributions serve a purpose shared by all. Many cooperations lie in between. Anyone who does not want a partnership should not merely say so but structure the cooperation accordingly: each partner acts in its own name and for its own account, there is no joint fund and no joint external presence, and each concludes its own contracts with third parties. A clause stating that “no partnership is created” helps with interpretation but is not decisive on its own. More on the page GbR and eGbR.

What belongs in it

Most cooperation agreements need the following framework:

  • Purpose and scope: what is to be achieved together and what is not. The purpose guides interpretation and the duties of consideration.
  • Contributions: who brings what, whether work, money, know-how, rights or access.
  • Roles and decisions: who coordinates, who decides what and how votes are taken.
  • Information rights: what is reported when, and what inspection each partner may demand.
  • Costs and revenue: who bears which costs and how income is shared.
  • Rights in results: who owns the results and who may use them how, including after the end. Without a rule, partners may become joint authors who can exploit the work only together (Section 8 Copyright Act (UrhG)).
  • Confidentiality: what is confidential and for how long. Trade secrets are protected only if reasonable secrecy measures are in place (Section 2 no. 1(b) Trade Secrets Act (GeschGehG)).
  • Term and exit: duration, termination and the consequences for documents, data, rights of use and ongoing work.
  • Dispute resolution: escalation, mediation, arbitration or state courts, see Resolving conflicts.
  • Choice of law and jurisdiction: the parties may choose the applicable law (Art. 3 Rome I Regulation). Without a choice, a cooperation agreement is often governed by the law of closest connection (Art. 4(4) Rome I), which is hard to predict. See Across borders.

Sample wordings are on the page Cooperative clauses.

Cooperation between competitors

Where businesses active on the same market work together, the prohibition of anticompetitive agreements applies (Art. 101 TFEU, Section 1 Act against Restraints of Competition (GWB)). Block exemption regulations cover research and development and specialisation (Regulations (EU) 2023/1066 and 2023/1067), and the European Commission has issued guidelines on horizontal cooperation. The sensitive points are the exchange of confidential information and arrangements on prices, customers or territories. See Competition and cooperation.

Online

Many online cooperations start informally: a shared workspace, a repository, a shared document, then a joint fund for servers and tools. Such projects in particular can become a partnership without anyone intending it, all the more so if they operate under a common name.

The cooperation agreement itself requires no form and can be concluded online, by email or with an electronic signature. Individual parts may require a form, however, such as an arbitration agreement involving a consumer (Section 1031(5) Code of Civil Procedure (ZPO)).

For working together online, the agreement should address some points expressly:

  • Workspace and access: who owns and administers the accounts and tools, and what happens to access when a partner leaves?
  • Channels and response times: where do partners communicate, and where are decisions recorded as binding?
  • Data protection: partners who jointly determine the purposes and means of processing personal data are joint controllers and need an arrangement under Art. 26 GDPR. See Data and rights.
  • Meetings: whether meetings may be held live online and whether decisions in text form suffice should be stated expressly. If the agreement is silent, disputes about it tend to arise just when it matters.

Relevant phases

Limits of this overview

This page describes drafting questions under German law. Whether a cooperation is a partnership in a given case depends on an overall assessment of all circumstances.

As at 30 September 2026