Non-Exclusive Collaboration Agreement Spain (Acuerdo de Colaboración sin Exclusividad)

A Non-Exclusive Collaboration Agreement Spain (Acuerdo de Colaboración sin Exclusividad) is a formal written contract between two or more independent professionals, autónomos, or commercial entities that establishes a commercial collaboration without restricting either party's freedom to work simultaneously with other clients, partners, or even competitors. The agreement is grounded in Código Civil Article 1255, which enshrines the principle of freedom of contract (autonomía de la voluntad) in Spanish law — parties may agree to any terms they choose, provided the agreement does not contravene mandatory law (leyes imperativas), public morals (moral), or public order (orden público). The express non-exclusivity clause is the defining feature of this contract type, distinguishing it from exclusive collaboration agreements and from distribution agreements (contratos de distribución exclusiva) governed by Spanish commercial custom and EU competition law.

The non-exclusive collaboration model is particularly suited to Spain's large autónomo economy — Spain has approximately 3.3 million self-employed workers registered in the Régimen Especial de Trabajadores Autónomos (RETA) administered by the Tesorería General de la Seguridad Social (TGSS) — where freelancers routinely serve multiple clients simultaneously and value their commercial independence above the certainty of exclusive arrangements. The Acuerdo sin Exclusividad formally acknowledges this independence, reducing the risk of false employment reclassification by the Inspección de Trabajo y Seguridad Social (ITSS), since one of the key indicators of genuine self-employment under Estatuto de los Trabajadores Article 1.1 is economic multi-dependency (pluricliente) — the ability to serve multiple clients rather than depending exclusively on one principal.

From a competition law perspective, non-exclusive collaboration agreements between competitors (acuerdos horizontales) must comply with the Ley 15/2007, de 3 de julio, de Defensa de la Competencia (LDC) and EU competition rules under Articles 101 and 102 of the Tratado de Funcionamiento de la Unión Europea (TFUE). Horizontal collaboration agreements that do not restrict competition — for example, research and development collaborations, joint production agreements, or specialisation agreements covered by EU block exemption regulations — are permissible. However, agreements between competitors that coordinate pricing, divide markets, or share sensitive commercial information may constitute restrictive practices sanctionable by the Comisión Nacional de Mercados y la Competencia (CNMC) with fines up to 10% of annual turnover under Article 63 LDC.

The intellectual property implications of non-exclusive collaborations require careful drafting under the Ley de Propiedad Intelectual (Real Decreto Legislativo 1/1996 — TRLPI). Since neither party is exclusively committed to the other, each party may generate similar or overlapping work for other clients — the agreement must clearly define which elements of the collaboration output are jointly owned (obra en colaboración under Article 7 TRLPI), which belong exclusively to each party, and which are delivered to the client under a full assignment of economic rights. Software created under the collaboration is protected as a literary work under Article 96 TRLPI, and joint ownership could impede independent commercial exploitation unless addressed in the agreement.

Confidentiality between non-exclusive collaborators presents a particular challenge because each party may share similar information with other clients — the agreement must define the scope of confidential information with precision under Ley 1/2019, de 20 de febrero, de Secretos Empresariales, confirming that genuinely proprietary information is protected while permitting each party to continue their normal commercial activities with other clients. The Reglamento General de Protección de Datos (RGPD — Reglamento UE 2016/679) and Ley Orgánica 3/2018 (LOPDGDD) apply to any personal data exchanged or processed during the collaboration, imposing data minimisation, purpose limitation, and security obligations on both parties regardless of their independence.

Tax treatment of non-exclusive collaboration fees follows the same framework as professional services generally in Spain — autónomos issue facturas with IVA at 21% under Ley 37/1992 and subject to IRPF retention at 15% under Ley 35/2006, while sociedades pay Impuesto sobre Sociedades at 25% on amounts received. The non-exclusive nature of the arrangement is itself a positive indicator for tax purposes — the AEAT considers exclusivity as a factor suggestive of a dependent labour relationship rather than genuine professional independence when assessing autónomo registrations.

A Non-Exclusive Collaboration Agreement Spain is required whenever two professionals or businesses want to work together on a project while each party explicitly retains the right to continue working with other clients, including competitors of the other party — the absence of a written non-exclusivity clause can create ambiguity about whether the parties intended an exclusive arrangement.

The agreement is needed when a freelance graphic designer in Spain collaborates with a marketing agency on a client campaign while continuing to serve other agency clients and direct corporate clients — the non-exclusive agreement confirms the designer's commercial independence and prevents the agency from claiming they have an exclusive right to the designer's services under any implied exclusivity doctrine.

A formal Acuerdo sin Exclusividad is required when two software development autónomos jointly tender for and execute a technology project while each party independently pursues other client projects in the same technology stack — the agreement prevents either party from claiming the other has a duty of loyalty that would preclude independent commercial activity.

The agreement is needed when a Spanish consultant enters into preferred supplier relationships with multiple non-competing companies in the same industry — each relationship is structured as a non-exclusive collaboration, allowing the consultant to refer business and share expertise across the network without the exclusivity restrictions that would arise under a distribution or agency contract governed by Ley 12/1992 de Contrato de Agencia.

A Non-Exclusive Collaboration Agreement is required when two complementary businesses — a Spanish law firm and an accounting firm — establish a cross-referral arrangement for mutual clients, where neither party is restricted from maintaining referral relationships with other law firms or accounting firms simultaneously.

The agreement is needed when a Spanish brand and a foreign professional services firm collaborate on a Spanish market entry project, and the foreign firm must contractually confirm it can simultaneously assist other international clients pursuing similar Spanish market entries — a requirement for the foreign firm's compliance with its own professional regulations and client conflict-of-interest policies.

A formal agreement is required when the collaboration involves shared use of technology platforms, data, or customer lists — the non-exclusive framework confirms that each party's use of shared resources for their own clients is authorised and subject to appropriate data protection safeguards under the RGPD, rather than constituting an unauthorised secondary use of the other party's proprietary assets.

Under the Ley de Sociedades de Capital (LSC) RDL 1/2010, the Registro Mercantil maintains the register of Spanish companies. The Código de Comercio 1885 governs commercial obligations. The Agencia Estatal de Administración Tributaria (AEAT) administers Impuesto sobre Sociedades (IS) under Ley 27/2014. The Comisión Nacional de los Mercados y la Competencia (CNMC) enforces competition law. The Código Civil governs general contractual obligations under Article 1255.

A valid Non-Exclusive Collaboration Agreement Spain under Código Civil Article 1255 must contain the following essential elements to clearly establish the non-exclusive commercial framework and protect each party's operational independence.

Non-Exclusivity Declaration: An express, unambiguous statement that the collaboration is non-exclusive — each party retains the right to provide services to, collaborate with, and enter into commercial agreements with other clients, partners, and third parties, including competitors of the other party, without restriction. This clause is the defining element of the Acuerdo sin Exclusividad and must leave no room for implied exclusivity arguments under Código Civil Article 1281 (interpretation of contracts).

Identification of Parties: Full legal names, NIF/CIF/NIE numbers, registered addresses, and professional activity descriptions of all collaborating parties. Confirmation of independent contractor status — each party manages their own RETA registration, AEAT obligations, and professional liability — is essential to avoid false employment reclassification by the ITSS.

Scope of Collaboration: A precise description of the project, service, or commercial activity covered by the non-exclusive arrangement. The scope clause must be specific enough to define where the collaboration applies — without it, courts may be asked to determine whether a particular activity falls within the agreed collaboration scope or constitutes independent commercial activity outside the agreement.

Deliverables and Timeline: The specific outputs, services, or results expected from each party, with agreed delivery dates or milestones. Ambiguous deliverables are the primary source of disputes in collaboration agreements — specific, measurable outputs with defined acceptance criteria reduce litigation risk under Código Civil Articles 1091 and 1124.

Fee Structure and Invoicing: How each party is compensated — whether by direct client invoicing, cross-invoicing, or profit sharing — with IVA treatment under Ley 37/1992 and IRPF retention under Ley 35/2006 addressed for each invoicing relationship. Payment deadlines must comply with Ley 3/2004 de Morosidad (maximum 30 days for commercial transactions, extendable to 60 days by agreement).

Intellectual Property Allocation: Clear ownership rules for content, software, designs, and other works created during the collaboration under Ley de Propiedad Intelectual (RDL 1/1996). Since each party also creates similar work for other clients, the agreement must specify which elements are exclusively assigned to the collaboration output and which remain the independent IP of each party for use with their other clients.

Confidentiality with Scope Limitations: Mutual confidentiality obligations under Ley 1/2019 de Secretos Empresariales, carefully scoped to cover only genuinely proprietary information — not general industry knowledge or publicly available information — so that each party's freedom to serve other clients in the same sector is not inadvertently restricted by an overly broad confidentiality clause.

Data Protection: RGPD (Reglamento UE 2016/679) and LOPDGDD (Ley Orgánica 3/2018) compliance provisions for personal data exchanged during the collaboration. Each party is an independent data controller for their own client data — the agreement must prevent inadvertent cross-contamination of client personal data between the collaborating parties, with data minimisation obligations under RGPD Article 5.

Term and Termination: Start and end dates, notice periods for voluntary termination, and grounds for immediate termination for cause under Código Civil Article 1124. Upon termination, the agreement should specify that each party retains their own client relationships and pre-existing IP, and that no goodwill or business generated through the non-exclusive collaboration belongs jointly to the parties.

Competition Law Compliance: Where the parties are competitors in the same market, an express statement that the collaboration does not involve coordination of pricing, market allocation, or exchange of competitively sensitive information, in compliance with Ley 15/2007 de Defensa de la Competencia and TFUE Articles 101 and 102.

Forms-legal.com provides this Non-Exclusive Collaboration Agreement Spain template as a practical starting point. Collaborations between competitors require specific competition law review by a qualified abogado especialista in derecho de la competencia before execution, to confirm compliance with Ley 15/2007 LDC and EU competition rules enforced by the CNMC.

Under the Ley de Sociedades de Capital (LSC) RDL 1/2010, the Registro Mercantil maintains the register of Spanish companies. The Código de Comercio 1885 governs commercial obligations. The Agencia Estatal de Administración Tributaria (AEAT) administers Impuesto sobre Sociedades (IS) under Ley 27/2014. The Comisión Nacional de los Mercados y la Competencia (CNMC) enforces competition law. The Código Civil governs general contractual obligations under Article 1255.