A Collaboration Agreement is a written contract between two or more businesses or individuals who agree to work together on a specific project, initiative, or commercial opportunity while remaining separate and independent legal entities. Unlike a partnership or joint venture company, a collaboration agreement does not create a new legal entity and does not expose the parties to joint and several liability for each other's debts. It is one of the most flexible commercial arrangements available in Australia and is commonly used across industries including technology, creative arts, professional services, research and development, and manufacturing. In Australia, collaboration agreements are governed by the general principles of contract law as developed by the common law courts and codified in part by statutes such as the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), which prohibits misleading or deceptive conduct and unconscionable conduct in business dealings. Because collaborations typically involve the sharing of valuable confidential information and the joint creation of new intellectual property, the agreement must also engage with the Copyright Act 1968 (Cth), the Patents Act 1990 (Cth), and the Trade Marks Act 1995 (Cth) to ensure that IP rights are clearly allocated from the outset. One of the most critical issues addressed in a Collaboration Agreement is the ownership of intellectual property. Australian law distinguishes between "background IP" — intellectual property that each party owns before the collaboration begins — and "foreground IP" or "project IP" — new intellectual property created during the collaboration. Without a written agreement, disputes frequently arise about who owns IP created jointly or using the background IP of one party. The Copyright Act 1968 (Cth) provides that copyright in a work created jointly is owned jointly, which means neither co-owner can exploit the work commercially without the consent of the other. A Collaboration Agreement resolves these default rules by expressly specifying who owns what and on what terms each party may use the shared IP. Revenue sharing is another fundamental element of a collaboration agreement. Where the collaboration produces revenue — through the licensing of jointly-developed technology, joint sales of a product, or shared delivery of services — the parties must agree upfront on how that revenue will be calculated, recorded, and distributed. The agreement should also address how GST applies to payments between the parties under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), since parties making taxable supplies to each other must issue valid tax invoices. Confidentiality provisions are essential in any collaboration because the parties will typically need to share sensitive commercial, technical, or financial information in order to work together effectively. Each party should be required to keep the other's confidential information secure, use it only for the purposes of the collaboration, and return or destroy it when the collaboration ends. The confidentiality period should extend for a specified time after termination of the agreement to protect commercially sensitive information that retains its value after the project is completed. A well-drafted Collaboration Agreement should also include a clear clause confirming that the arrangement does not create a legal partnership, agency relationship, or employment relationship between the parties. This is important because, without such a clause, a court might characterise the arrangement as a partnership under state Partnership Acts, which would expose each party to unlimited personal liability for the other's actions in connection with the project. The agreement should also specify the term, termination rights, a liability cap, and a dispute resolution mechanism — typically negotiation followed by mediation through the Australian Disputes Centre (ADC) or the Resolution Institute — before resorting to litigation.

Create an Australian Joint Venture Agreement for two or more parties collaborating on a specific business purpose. Covers unincorporated (contractual) and incorporated joint ventures, party contributions and JV interests, profit and loss sharing, management committee governance, unanimous consent requirements for major decisions, GST joint venture treatment under Division 51 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth), competition law compliance obligations under Part IV of the Competition and Consumer Act 2010 (Cth), intellectual property (background IP and foreground IP), confidentiality, termination mechanics, dispute resolution (negotiation, mediation, arbitration), and governing law. Suitable for all Australian states and territories. A joint venture is one of the most flexible and commonly used vehicles for commercial collaboration in Australia. Unlike a general partnership (which arises automatically at law whenever two or more persons carry on a business in common with a view to profit, under the applicable state Partnership Act — such as the Partnership Act 1892 (NSW)), a properly structured contractual joint venture is not a separate legal entity and does not create the same exposure to joint and several liability. Instead, each participant in a contractual joint venture retains their separate legal identity and carries their proportionate share of the venture's assets, liabilities, and obligations. Australian joint ventures are most commonly used in the resources and energy sector (where two or more companies combine to explore for, develop, and produce mineral or petroleum resources), the construction and infrastructure sector (where companies joint-bid for major government and private sector contracts), the property development sector (where a developer and a landowner combine their respective assets and capabilities), and the technology and innovation sector (where companies jointly develop and commercialise new products or technologies). From a tax perspective, the most important distinction in Australian joint venture law is between a joint venture that qualifies as a 'GST joint venture' under Division 51 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and one that does not. Under a GST joint venture arrangement, the designated operator accounts for GST on behalf of all participants, simplifying the administration of the venture's GST obligations. To qualify as a GST joint venture, the arrangement must satisfy specific statutory conditions, including that the venture is not carried on in the form of a company, trust, or partnership, and that there is a designated operator responsible for making acquisitions and supplies on behalf of all participants. Competition law is a critical consideration for all Australian joint ventures, particularly where the participants are actual or potential competitors in the same market. Part IV of the Competition and Consumer Act 2010 (Cth) (which incorporates the Australian Consumer Law) prohibits arrangements between competitors that have the purpose or effect of substantially lessening competition in a relevant market. Joint ventures that involve coordination of prices, output, market allocation, or tender strategies between competitors are at particular risk of being challenged by the ACCC. The Participants should obtain competition law advice before finalising their JV arrangements, particularly if they compete in the same market for the same customers. In relation to intellectual property, Australian joint ventures raise important questions about the ownership and licensing of background IP (pre-existing IP that each party brings to the venture) and foreground IP (IP created in the course of the joint venture). The JV Agreement should clearly address these questions to avoid disputes about IP ownership after the venture ends. Dispute resolution is another critical element of any Australian joint venture, particularly for 50/50 ventures where the parties have equal management rights and there is no obvious tiebreaker in the event of a deadlock. The JV Agreement should include a graduated dispute resolution process — starting with good faith negotiation, then mediation (typically through the Australian Disputes Centre or ACICA), and finally arbitration or litigation — and may include a deadlock resolution mechanism such as a buy-sell (Russian roulette) clause.

Create a legally sound Partnership Agreement for Australia, governed by the applicable state Partnership Act (NSW Partnership Act 1892, VIC Partnership Act 1958, QLD Partnership Act 1891, and equivalents). Covers partner contributions, profit and loss sharing, management duties, decision-making, ABN and GST registration, admission and retirement of partners, dissolution, and dispute resolution. Suitable for all Australian states and territories.

Protect your confidential business information under Australian common law with a legally sound Non-Disclosure Agreement (NDA). Whether you are sharing trade secrets with a prospective partner, disclosing proprietary technology to a developer, or presenting financial projections to a potential investor, a properly drafted Australian NDA keeps your sensitive information under strict legal protection. Our template complies with Australian contract law principles and includes provisions addressing the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

Create a comprehensive Australian Service Agreement compliant with the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) and the common law of contract. Covers scope of services, GST-inclusive or exclusive fees, payment terms, consumer guarantees, intellectual property ownership, confidentiality, Privacy Act 1988 obligations, limitation of liability, and termination rights. Suitable for consultants, freelancers, agencies, and businesses providing services to other businesses or consumers across all Australian states and territories.