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Long Term Partnering Agreement Template for England and Wales

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Key Requirements PROMPT example:

Long Term Partnering Agreement

"I need a Long Term Partnering Agreement for a technology development collaboration between my software company and a hardware manufacturer, with specific focus on IP rights sharing and joint product development, starting from March 2025."

What is a Long Term Partnering Agreement?

The Long Term Partnering Agreement is utilized when organizations seek to establish sustainable, strategic collaborations extending beyond traditional customer-supplier relationships. This document, governed by English and Welsh law, provides a structured framework for managing complex, long-term business relationships, particularly suitable for high-value projects requiring significant investment and commitment. It addresses key aspects such as risk sharing, resource allocation, profit distribution, and governance structures, while incorporating flexibility for evolving business needs. The agreement is particularly valuable in sectors requiring sustained collaboration and integrated working practices.

What sections should be included in a Long Term Partnering Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the partnership agreement

3. Definitions: Key terms used throughout the agreement

4. Partnership Objectives: Core aims and principles of the partnership

5. Governance Structure: Management and decision-making framework

6. Term and Termination: Duration and circumstances for ending partnership

7. Financial Arrangements: Cost sharing, profit distribution, and financial obligations

8. Confidentiality: Protection and handling of confidential information

9. Liability and Indemnities: Allocation of risks and responsibilities between parties

10. Force Majeure: Provisions for handling events beyond parties' control

11. Dispute Resolution: Procedures for resolving conflicts between parties

12. General Provisions: Boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Long Term Partnering Agreement?

1. Intellectual Property Rights: IP ownership and licensing arrangements - include when IP is created or shared during partnership

2. Change Control: Process for managing changes to agreement - include for complex, long-term partnerships

3. Exit Strategy: Detailed procedures for partnership dissolution - include for high-value or complex partnerships

4. Data Protection: Specific provisions for handling personal data - include when personal data is processed

5. Anti-Bribery and Corruption: Compliance with anti-corruption laws - include for international partnerships or high-risk sectors

6. Modern Slavery Compliance: Provisions ensuring compliance with Modern Slavery Act - include when supply chain or labor risks exist

What schedules should be included in a Long Term Partnering Agreement?

1. Services Schedule: Detailed description of services to be provided by each party

2. KPI Schedule: Performance metrics and targets for measuring partnership success

3. Financial Schedule: Detailed financial arrangements, calculations, and payment terms

4. Governance Schedule: Detailed governance procedures, meeting frequencies, and decision-making processes

5. Change Control Procedure: Detailed process for implementing changes to the agreement or services

6. Personnel Schedule: Key personnel, roles, and responsibilities within the partnership

7. Exit Management Plan: Detailed procedures for managing partnership termination and transition

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses

























Industries

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract and needs to be considered for any provisions affecting parties beyond the main contracting entities

Unfair Contract Terms Act 1977: Regulates contracts by restricting how far parties can exclude or limit liability, particularly important in long-term agreements where risk allocation is crucial

Misrepresentation Act 1967: Deals with false statements made during contract negotiation and provides remedies for misrepresentation

Commercial Agents (Council Directive) Regulations 1993: Protects commercial agents in their relationships with principals, particularly relevant if the partnership involves agency arrangements

Partnership Act 1890: Provides the foundational rules governing partnerships in England and Wales, may be relevant depending on the partnership structure

Competition Act 1998: Ensures the partnership agreement doesn't contain anti-competitive provisions that could violate competition law

Data Protection Act 2018: Regulates the processing of personal data and implements UK GDPR requirements, crucial for data sharing between partners

Modern Slavery Act 2015: Requires consideration of modern slavery and human trafficking risks in business relationships and supply chains

Bribery Act 2010: Sets out anti-bribery provisions that must be reflected in the agreement's compliance obligations

Financial Services and Markets Act 2000: Relevant if the partnership involves financial services activities, requiring specific regulatory compliance measures

Consumer Rights Act 2015: Must be considered if the partnership's activities involve providing goods or services to consumers

Employment Rights Act 1996: Protects workers' rights and must be considered if the partnership affects employment relationships

TUPE Regulations 2006: Protects employees' rights when business ownership changes, relevant if the partnership involves transfer of staff

Copyright, Designs and Patents Act 1988: Governs intellectual property rights and must be addressed in terms of IP ownership and licensing between partners

Trade Marks Act 1994: Regulates trademark usage and protection, important for brand-related aspects of the partnership

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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