Partnership Agreement by Common Paper
The Common Paper Partnership Agreement is a plain-language, structured contract for referral, reseller, or co-marketing relationships defining roles, revenue sharing, and joint obligations between partners. It is part of CommonPaper’s widely trusted library of open, lawyer-vetted standard agreements.
Partnership Agreement
USING THIS AGREEMENT
This Agreement has 2 parts: (1) this Cover Page, which includes Business Terms and legal Key Terms, and (2) the Common Paper Partnership Standard Terms Version 1.1 posted at commonpaper.com/standards/partnership-agreement/1.1, which is incorporated by reference. If there is any inconsistency between the parts of the Agreement, the Cover Page will control over the Standard Terms. Variables have the meanings or descriptions given on the Cover Page. However, if the Cover Page omits or does not define a Variable, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to this Agreement. All other capitalized words have the meanings or descriptions given in the Standard Terms. A copy of the Standard Terms is attached for convenience only.
Business Terms
The key business terms of this Agreement are as follows:
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About this template
What is this template?
This is a commercial agreement used to structure a collaborative marketing or referral relationship between two business entities. It contains a modular 'Cover Page' for business variables and a set of 'Standard Terms' that remain fixed. It is not an equity partnership or a joint venture creating a new legal entity.
When should you use it?
Use this when you need a framework for joint promotional activities, such as sponsored benefits or referral exchanges, with clear limits on brand usage. Use a Master Service Agreement (MSA) instead if the primary relationship is a one-way provision of services for hire.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Business Terms | Obligations | Parties select specific duties including promotional activities, providing sponsored benefits, or making Referrals to the other party. |
| 3.1 | Trademark License | Licensor grants a non-exclusive, royalty-free license to use Brand Elements in the Territory solely to perform Obligations. |
| 5.1 | Escalation Procedure | Representatives must hold at least one meeting within 30 days of written notice to resolve disputes before seeking legal relief. |
| 6.2 | Termination | Either party may terminate immediately for material breaches not cured within 30 days or trademark misuse not cured within 5 days. |
| 9.1 | Liability Caps | Total cumulative liability for all claims is limited to the General Cap Amount or the Increased Cap Amount for specified claims. |
| 10.1 | Indemnification | Company and Partner defend each other against third-party Covered Claims arising from gross negligence or breach of intellectual property warranties. |
Who it's for
- a business seeking to cross-promote services with a partner in exchange for referral fees
- two entities sharing brand elements for a joint marketing campaign with defined territory restrictions
- companies requiring a structured escalation procedure for partnership disputes before litigation
- partnerships where intellectual property licensing is restricted to specific brand guidelines
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
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