With a cooperation agreement, or a contractual joint venture, the contracting parties can contractually stipulate a cooperation with regard to the achievement of a common goal, a long-term strategic partnership or also case-by-case or project-related cooperation. The parties to this contract, often companies, are intended to remain legally independent and autonomous companies.
The cooperation agreement defines the rights and obligations of the parties within the cooperation relationship. The aim and purpose of the cooperation, the parties’ obligations to contribute as well as the areas which are dealt with by the respective party to the contract are laid down in the cooperation agreement. It is also stipulated how decisions are made and how the right of representation is structured. The cooperation agreement usually serves as a framework agreement and forms the basis for further contracts between the cooperation partners, which govern certain details of the cooperation.
The cooperation agreement is not explicitly governed by law, but is generally regarded as a regular contract. To ensure that the contract does not qualify as a simple partnership under Art. 530 et seq. of the Swiss Code of Obligations (OR) and as a result of which these provisions apply, it is advisable to expressly stipulate the content of the contract.