What is a cooperation agreement (samenwerkingsovereenkomst) under Dutch law?

Dutch term: Samenwerkingsovereenkomst | Legal basis: Freedom of contract

A cooperation agreement (samenwerkingsovereenkomst) under Dutch law is a contract between two or more parties who agree to work together towards a common objective without forming a separate legal entity. It is governed by freedom of contract and, depending on the level of integration, may be qualified as a partnership (maatschap) or simple cooperation arrangement.

Key provisions include the scope and objectives of the cooperation, the contributions of each party (financial, operational, IP), the division of responsibilities, costs and revenues, decision-making procedures, intellectual property created during the cooperation, confidentiality, exclusivity, duration, termination and the consequences of termination for ongoing projects.

Why it matters for international businesses

For international businesses entering a cooperation with a Dutch partner (co-development, co-manufacturing, co-marketing), the legal characterisation of the cooperation determines the applicable rules on liability, authority and termination.