Collaboration Agreement (Australia)
Collaboration Agreement (Australia)
This Collaboration Agreement (the "Agreement") is made on [Effective Date] between:
[Party One Name] (ABN [Party One ABN]) of [Party One Address] ("Party One"); and
[Party Two Name] (ABN [Party Two ABN]) of [Party Two Address] ("Party Two").
(Each a "Party" and collectively the "Parties")
BACKGROUND
A. The Parties wish to collaborate on the following joint project: [Project Name] (the "Project").
B. The Parties wish to set out in this Agreement the terms on which they will collaborate, the contributions each will make, how intellectual property and revenue will be allocated, and the confidentiality obligations that will apply.
C. The Parties acknowledge that this Agreement does not create a partnership, joint venture, or employment relationship and that each Party remains an independent entity.
NOW IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires:
- "Background IP" means any intellectual property owned or controlled by a Party prior to the commencement of this Agreement or developed independently of the Project.
- "Confidential Information" means any information disclosed by one Party to the other in connection with the Project that is designated as confidential or that a reasonable person would regard as confidential given its nature and the circumstances of disclosure.
- "GST" means Goods and Services Tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- "Intellectual Property" or "IP" means all rights in copyright (Copyright Act 1968 (Cth)), patents (Patents Act 1990 (Cth)), trade marks (Trade Marks Act 1995 (Cth)), designs, trade secrets, confidential information, and all other intellectual and industrial property rights worldwide, whether registered or unregistered.
- "Project IP" means any intellectual property created, developed, or first reduced to practice by either or both Parties in the course of carrying out the Project.
- "Term" has the meaning given in clause 8.
1.2 References to legislation include any amendment, replacement, or re-enactment of that legislation.
2. THE PROJECT
2.1 The Parties agree to collaborate on the Project, described as follows: [Project Description].
2.2 The Parties shall cooperate in good faith and devote reasonable time and resources to achieving the Project objectives. Each Party shall promptly inform the other of any matter that may adversely affect the progress of the Project.
2.3 The Parties shall establish a joint steering committee comprising one representative of each Party to oversee the progress of the Project, resolve operational questions, and approve material changes to the Project scope.
3. CONTRIBUTIONS
3.1 Party One's contributions: [Party One Contributions].
3.2 Party Two's contributions: [Party Two Contributions].
3.3 Each Party shall make its contributions in a timely manner and to a professional standard. If a Party is unable to make a contribution as agreed, it shall notify the other Party immediately and the Parties shall discuss in good faith whether and how the shortfall can be addressed.
3.4 Unless otherwise specified in this Agreement, each Party shall bear its own internal costs in making its contributions, and shall not be entitled to reimbursement from the other Party for internal personnel or overhead costs.
4. REVENUE AND COST SHARING
4.1 Revenue sharing: [Revenue Sharing].
4.2 Shared costs: [Cost Sharing].
4.3 Each Party shall maintain accurate records of all revenue received and costs incurred in connection with the Project. Each Party shall provide the other with quarterly statements within 14 days of the end of each quarter.
4.4 All amounts payable under this Agreement are exclusive of GST. Where GST applies, the recipient of the taxable supply shall pay the applicable GST amount in addition to the consideration, subject to receipt of a valid tax invoice.
5. INTELLECTUAL PROPERTY
5.1 Background IP: [Background IP].
5.2 Project IP: [Foreground IP].
5.3 Each Party shall promptly disclose to the other any Project IP that it creates or becomes aware of during the Term.
5.4 Each Party shall execute all documents and do all things reasonably requested by the other Party to give effect to the ownership and licensing arrangements set out in this clause 5.
5.5 The Parties acknowledge that moral rights in works created during the Project are personal to the individual creator and cannot be transferred. Each Party shall obtain from its personnel any written consents to the other Party's exercise of rights in Project IP as may be required under the Copyright Act 1968 (Cth).
6. CONFIDENTIALITY
6.1 Each Party agrees to keep the other Party's Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing Party, except to its employees, officers, contractors, and advisers who need to know the information for the purposes of the Project and who are bound by equivalent confidentiality obligations.
6.2 Each Party shall use the other Party's Confidential Information solely for the purposes of performing its obligations under this Agreement.
6.3 The confidentiality obligations in this clause 6 continue for [Confidentiality Period].
6.4 Exceptions to confidentiality: [Confidentiality Exceptions].
6.5 Each Party acknowledges that a breach of this clause 6 may cause irreparable harm to the disclosing Party for which damages may be an inadequate remedy, and that the disclosing Party may seek urgent injunctive relief from a court of competent jurisdiction.
7. RELATIONSHIP OF THE PARTIES
7.1 [No Partnership Statement].
7.2 Each Party is solely responsible for its own employees, contractors, tax obligations, superannuation contributions under the Superannuation Guarantee (Administration) Act 1992 (Cth), workers compensation obligations, and compliance with all applicable laws in connection with its performance under this Agreement.
7.3 Neither Party shall incur any debt or liability in the name of or on behalf of the other Party without prior written authorisation.
8. TERM AND TERMINATION
8.1 This Agreement commences on [Effective Date] and continues for [Agreement Term] (the "Term").
8.2 Termination rights: [Termination Rights].
8.3 On termination or expiry of this Agreement: (a) each Party shall promptly return or destroy (at the other Party's election) all Confidential Information of the other Party; (b) any revenue accrued but unpaid shall be settled within 30 days; (c) the IP provisions in clause 5, confidentiality in clause 6, and dispute resolution in clause 10 shall survive.
9. LIABILITY AND INDEMNITY
9.1 To the maximum extent permitted by law, neither Party is liable to the other for any indirect, consequential, special, or punitive loss or damage arising out of or in connection with this Agreement, including loss of revenue, loss of profit, or loss of data.
9.2 Each Party indemnifies the other against any claim, loss, damage, or expense arising from the indemnifying Party's wilful misconduct, fraud, or material breach of this Agreement.
9.3 Nothing in this clause limits any rights or remedies that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or other applicable law.
9.4 Each Party shall maintain adequate professional indemnity and public liability insurance for the duration of the Term and shall provide evidence of such insurance upon request.
10. DISPUTE RESOLUTION
10.1 If a dispute arises in connection with this Agreement (a "Dispute"), the Parties shall attempt to resolve it by: [Dispute Resolution].
10.2 Nothing in this clause prevents a Party from seeking urgent interlocutory relief from a court of competent jurisdiction.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agreement is governed by the laws of [Governing State], Australia.
11.2 Each Party submits to the non-exclusive jurisdiction of the courts of [Governing State] and any courts competent to hear appeals from those courts.
12. GENERAL PROVISIONS
12.1 Entire agreement: This Agreement constitutes the entire agreement between the Parties with respect to the Project and supersedes all prior agreements, representations, and understandings.
12.2 Amendment: This Agreement may only be amended by a written instrument signed by authorised representatives of both Parties.
12.3 Waiver: A waiver of any right or remedy under this Agreement must be in writing and does not constitute a waiver of any other right or remedy.
12.4 Severance: If any provision of this Agreement is found to be invalid or unenforceable, it shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force.
12.5 Counterparts: This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Electronic execution is valid and effective.
12.6 Notices: All notices under this Agreement must be in writing and delivered by email with read receipt, registered post, or courier to the addresses set out in this Agreement.
EXECUTED as an agreement on [Effective Date].
SIGNED for and on behalf of [Party One Name]:
Authorised representative: [Party One Representative]
SIGNED for and on behalf of [Party Two Name]:
Authorised representative: [Party Two Representative]
Party One Representative
________________
Signature
Date: ________________
Party Two Representative
________________
Signature
Date: ________________
What Is a Collaboration Agreement (Australia)?
A Collaboration Agreement in Australia records a corporate governance arrangement and the obligations of the company and its officers, consistent with the Corporations Act 2001 (Cth).
Under Australian law, a collaboration agreement derives its binding force from the general principles of contract law — offer, acceptance, consideration, and intention to create legal relations — applied consistently across all states and territories. The agreement must also engage with a range of Australian statutes, including the Copyright Act 1968 (Cth) and the Patents Act 1990 (Cth) (which govern who owns IP created during the collaboration), the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (which determines how GST applies to transactions between the parties), and the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (which prohibits misleading conduct and unconscionable behaviour in business dealings).
A key distinguishing feature of a Collaboration Agreement is the express exclusion of a partnership relationship. Under Australian state Partnership Acts, a partnership can arise by conduct when two or more parties carry on a business in common with a view to profit — without any written agreement. This would expose the parties to unlimited personal liability for each other's debts. A well-drafted Collaboration Agreement prevents this outcome by clearly stating that no partnership, joint venture, agency, or employment relationship is created, and that each party remains solely responsible for its own obligations.
The legal framework governing the Collaboration Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Collaboration Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Collaboration Agreement (Australia)?
A Collaboration Agreement is needed whenever two separate businesses or individuals agree to work together on a project, product, or commercial initiative and want to clearly define their respective rights and obligations. Common situations where a Collaboration Agreement is essential in Australia include joint product development (for example, two technology companies co-developing a software platform), creative collaborations (for example, a musician and a film production company jointly developing content), research partnerships (for example, a university and a private company jointly conducting research under an ARC or NHMRC grant), joint marketing or distribution arrangements, and cross-sector partnerships (for example, a not-for-profit and a corporate partner co-delivering a community program).
The agreement is particularly important when the parties will be sharing confidential information, jointly creating intellectual property, or generating shared revenue — each of which requires carefully negotiated terms. Without a written agreement, disputes frequently arise about who owns jointly-created IP, how revenue should be split, what obligations apply to confidential information after the collaboration ends, and what happens if one party fails to perform its agreed contributions. A Collaboration Agreement also reduces the risk that a court will characterise the arrangement as a general partnership under state Partnership Acts, with the consequent exposure to joint and several liability.
Parties in Australia should prepare a Collaboration Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Collaboration Agreement (Australia)
A thorough Australian Collaboration Agreement must address the following key elements. First, the parties must be clearly identified by their full legal names and ABNs, and the agreement must specify which state's laws govern the arrangement. Second, the project or collaboration must be clearly described, including its scope, objectives, and expected deliverables — a vague description of the project is one of the most common causes of collaboration disputes.
Third, the contributions of each party must be specified in detail — including financial contributions, personnel, technology, data, and other resources — along with the timeline for those contributions. Fourth, the revenue sharing arrangement must address how joint revenue will be calculated, recorded, and distributed, and how GST will be treated. Fifth, the intellectual property provisions must clearly distinguish between background IP (each party's existing IP) and project IP (new IP created during the collaboration), specify who owns project IP and on what terms, and address how each party's background IP may be used during and after the collaboration.
Sixth, the confidentiality provisions must specify what information is protected, how long protection lasts after the collaboration ends, and what exceptions apply (such as publicly available information or mandatory legal disclosure). Seventh, the agreement must include a clear no-partnership clause to prevent the arrangement from being characterised as a general partnership. Finally, the agreement must address the term, termination rights, a limitation of liability, a dispute resolution mechanism, and governing law.
Additional compliance elements for a Collaboration Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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title = {Collaboration Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/partnerships/collaboration-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
A Collaboration Agreement is designed to allow two or more parties to work together on a project without creating a legal partnership. Under state Partnership Acts in Australia, a partnership arises when two or more parties carry on a business in common with a view to profit — and this can occur without a written agreement based purely on conduct. Partners in a general partnership have unlimited personal liability for the debts and obligations of the partnership. A Collaboration Agreement avoids this by expressly stating that no partnership, joint venture, agency, or employment relationship is created. The parties remain independent legal entities, each responsible only for their own debts and obligations. A Collaboration Agreement is therefore typically lower risk than a partnership structure, though it requires careful drafting to requires the IP, revenue, and confidentiality provisions reflect the commercial reality of the arrangement.
Without a written agreement, the ownership of IP created during a collaboration depends on the applicable legislation. Under the Copyright Act 1968 (Cth), copyright in a work created jointly by two or more authors is owned jointly, and neither owner can licence or assign their share without the consent of the other. Under the Patents Act 1990 (Cth), a patent can be jointly owned, but each co-owner may independently exploit the patent without accounting to the other. These default rules are often commercially unsuitable. A Collaboration Agreement should clearly distinguish between background IP (owned by each party before the collaboration) and project IP (created during the collaboration) and specify the ownership and licensing terms for each category. Common approaches are joint ownership (with restrictions on commercialisation without consent) or assignment of all project IP to one party with a licence back to the other.
Yes. If either party is registered for GST and makes taxable supplies to the other party — such as providing services or licensing IP — the party making the supply must issue a valid tax invoice and the recipient must pay GST on top of the agreed consideration. Under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), parties with annual GST turnover of AUD $75,000 or more must register for GST. The Collaboration Agreement should specify whether quoted amounts are inclusive or exclusive of GST, and should require each party to issue compliant tax invoices for taxable supplies. Failure to address GST can lead to disputes about whether agreed amounts include or exclude GST. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Yes, and research collaboration agreements are very common in Australia between universities, research institutes, and private companies — particularly under programs supported by grants from the Australian Research Council (ARC) or the National Health and Medical Research Council (NHMRC). Research collaboration agreements typically involve careful attention to IP ownership (since universities often retain certain rights in research outcomes under their IP policies), publication rights (which may conflict with commercial confidentiality interests), and commercialisation arrangements (including licensing and royalty terms). Where the collaboration involves government funding, additional requirements imposed by the funding body — such as open access obligations or specific IP clauses — may need to be incorporated into the agreement.
The fate of jointly-created IP on termination depends on what the Collaboration Agreement provides. If the agreement specifies joint ownership, both parties will typically retain their ownership share after termination, subject to any restrictions on use or commercialisation that survive termination. If the agreement specifies that project IP is assigned to one party, that assignment survives termination. The agreement should expressly address what licences (if any) each party retains to use the other's IP after termination — for example, a party may need a licence to continue using background IP that is embedded in a jointly-developed product even after the collaboration ends. The IP provisions, confidentiality provisions, and any payment obligations that have accrued but not been fulfilled should all be specified as surviving termination.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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