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Cooperative Agreement

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COOPERATIVE AGREEMENT

This Cooperative Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , Entity Type: , Address: ; and Party B: , Entity Type: , Address: .

Recitals

WHEREAS, Party A and Party B each possess certain resources, technical capabilities, and expertise that the parties desire to coordinate and use jointly to pursue the cooperative objective described below; and

WHEREAS, the parties desire to set forth the terms and conditions under which they shall cooperate, allocate responsibilities, share costs and intellectual property, and protect confidential information in connection with the cooperative activities;

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations and to provide mechanisms for management, dispute resolution, and termination.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Definitions

1.1 "Agreement" means this Cooperative Agreement and any appendices, schedules, or written amendments executed by the parties. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

2. Purpose

2.1 The parties shall cooperate to achieve the following objective: . The cooperative activities may include joint planning, shared use of facilities, exchange of technical data, and collaborative implementation of project tasks as further described in Section 3.

3. Scope of Cooperative Activities

3.1 Each party shall perform the activities assigned to it in the Project Work Plan. The initial Work Plan shall be:

3.2 Each party shall perform its obligations in a timely, professional manner and shall comply with applicable laws, regulations and permits in performing cooperative activities.

4. Contributions and Financial Terms

4.1 Financial Contributions. Party A agrees to contribute: . Party B agrees to contribute: .

4.2 Cost Sharing. Unless otherwise set forth in a Work Plan, the parties shall share direct project costs as follows: .

5. Governance and Management

5.1 Management Committee. The parties shall form a Management Committee composed of representatives of each party to oversee implementation, approve Work Plans, and resolve operational issues. Initial representatives are: Party A Representative: ; Party B Representative: .

5.2 Decisions of the Management Committee shall be taken by unanimous written consent unless otherwise provided in a Work Plan.

6. Intellectual Property

6.1 Pre-Existing Intellectual Property. Each party retains all right, title and interest in and to intellectual property owned or developed by that party prior to the Effective Date and identified as such in writing to the other party.

6.2 Jointly Developed Intellectual Property. Intellectual property developed jointly in the performance of this Agreement shall be owned jointly by the parties in proportion to their respective contributions as agreed in a Work Plan. The parties shall grant one another a non-exclusive, royalty-free license to use jointly developed intellectual property for purposes of this Agreement and for internal, non-commercial purposes thereafter unless otherwise agreed in writing.

7. Confidentiality

7.1 Confidential Treatment. Each party shall (a) hold in confidence Confidential Information of the disclosing party, (b) not use such Confidential Information except to perform obligations under this Agreement, and (c) not disclose such Confidential Information to third parties without prior written consent, except to employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

7.2 Exceptions. Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was lawfully in the receiving party’s possession prior to disclosure, or (iii) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and cooperates to seek protective measures.

8. Indemnification and Insurance

8.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party’s negligence, willful misconduct, or breach of this Agreement.

8.2 Insurance. Each party shall maintain insurance coverage appropriate to its obligations and risks under this Agreement and shall provide evidence of such insurance upon request.

9. Records; Audit

9.1 Each party shall maintain complete and accurate records related to the performance of this Agreement and shall permit the other party or its authorized representative to inspect such records during regular business hours upon reasonable prior notice for purposes of verifying compliance with financial and performance obligations.

10. Term and Termination

10.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Termination for Convenience. Either party may terminate this Agreement without cause upon sixty (60) days prior written notice to the other party.

11. Effect of Termination

11.1 Upon termination, the parties shall cease use of the other party's Confidential Information and return or destroy such materials as requested. Termination shall not relieve any party of obligations accrued prior to the effective date of termination, including payment obligations and indemnification obligations.

12. Notices

All notices or communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as a party may designate in writing.

13. Amendments; Waiver; Counterparts

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. Governing Law; Entire Agreement; Severability

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to principles of conflicts of law.

14.2 Entire Agreement. This Agreement, including any attachments and Work Plans expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations.

14.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

15. Dispute Resolution

15.1 The parties shall attempt in good faith to resolve any dispute, claim or controversy arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties may agree to mediation before pursuing any other remedies. Nothing in this paragraph shall prevent either party from seeking injunctive or other equitable relief where necessary to protect that party's rights.

Signatures

Party A:

By:

Date:

Party B:

By:

Date:

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What a Cooperative Agreement Is and When It Applies

A Cooperative Agreement is a formal, written contract between two or more parties—often a federal agency and a recipient organization—establishing responsibilities, performance expectations, and funding or resource commitments where the granting agency retains substantial involvement. Unlike a standard grant, a cooperative agreement anticipates ongoing collaboration, technical assistance, or oversight by the agency. Typical uses include federal program awards, intergovernmental operations, public-private partnerships, and multi‑party projects that require clearly defined roles, reporting schedules, performance metrics, intellectual property allocation, and termination provisions to govern the relationship throughout its lifecycle.

Why Use a Cooperative Agreement Rather Than a Simple Contract or Grant

Cooperative Agreements formalize shared responsibilities and agency involvement while preserving flexibility for project changes. They document funding terms, reporting obligations, and risk allocation, which helps reduce disputes and clarifies performance expectations for both public and private sector partners.

Why Use a Cooperative Agreement Rather Than a Simple Contract or Grant

Who Typically Prepares, Reviews, and Signs These Agreements

Cooperative Agreements are used by a mix of government agencies, nonprofit organizations, educational institutions, healthcare providers, and contractors where collaboration or federal oversight is required.

  • Federal program officers, grants managers, and contracting officers
  • Nonprofit executives, university research administrators, and principal investigators
  • Legal counsels and grants compliance teams at recipient organizations

Parties should involve legal, finance, and program staff early to ensure the agreement reflects statutory funding rules, procurement constraints, and reporting timelines.

Key Signatory Roles and Typical Authorities

Government Signatory

Usually a contracting officer or delegated program official authorized to bind the agency. Their signature confirms funding availability, oversight responsibilities, and any conditions imposed by statute or agency policy; program staff often remain engaged in technical oversight after award.

Recipient Signatory

An authorized representative of the recipient organization (executive director, CFO, or grants officer) who accepts funding terms, attests to compliance with federal requirements, and commits organizational resources to meet performance obligations and reporting duties.

Core Sections Every Professional Cooperative Agreement Should Include

A well‑drafted Cooperative Agreement groups obligations into clearly labeled sections so parties can locate responsibilities, timelines, and remedies quickly.

Scope of Work

Defines project objectives, deliverables, milestones, technical tasks, acceptance criteria, and roles for each party; ties performance metrics to payment or resource disbursement schedules.

Funding & Budget

Specifies total funding, payment schedule, allowable costs, cost‑share or matching requirements, and invoicing procedures to comply with federal cost principles.

Agency Involvement

Describes the nature and limits of federal or agency participation—technical assistance, joint decision points, review rights, and escalation mechanisms.

Reporting & Compliance

Lists progress reports, financial reporting cadence, audit rights, recordkeeping obligations, and references to applicable statutes or program regulations.

Intellectual Property

Allocates ownership, licensing rights, royalty sharing, patent prosecution responsibilities, and publication restrictions where research or technology is produced.

Termination & Remedies

Specifies termination for convenience, default procedures, suspension, closeout requirements, and steps for dispute resolution or corrective action.

Required Administrative Data Fields

Agreement Title: Legal name of the cooperative agreement or award
Parties: Full legal names of awarding agency and recipient
Effective Date: Start date of obligations and performance
Period of Performance: Start and end dates for funded activities
Funding Amount: Total obligated funding and cost‑share details
Point of Contact: Name, title, phone, and email for program and finance contacts

Step‑by‑Step: How to Complete a Cooperative Agreement

Follow this sequence to assemble a compliant Cooperative Agreement that is clear on roles, funding, and oversight.

  • 01
    Gather Program Requirements: Collect statutory, regulatory, and agency guidance that govern the award.
  • 02
    Draft Scope & Budget: Describe deliverables, timelines, and line‑item budget with allowable cost justifications.
  • 03
    Include Compliance Clauses: Add audit, reporting, recordkeeping, and fraud‑prevention language required by the funder.
  • 04
    Review and Obtain Approvals: Route to legal, finance, and authorized signatories; finalize signature blocks and dates.

Configuring an Online Signing Workflow for a Cooperative Agreement

Set up fields, routing, and authentication to reflect the agreement's approval flow and compliance requirements.

Field Configuration
Signature Blocks Place signature, printed name, title, and date for each party
Sequential Routing Require signatures in order: program officer → recipient exec → grants office
Authentication Use email + SMS code or stronger methods for high‑risk awards
Attachments Attach budget, SF‑424, and required certifications as locked exhibits

Where to File, Send, or Store the Executed Agreement

After execution, route signed copies to the appropriate program office, grants office, and retaining parties; maintain audit copies for compliance and closeout.

  • Agency Records: Send original executed copy to the awarding agency program and grants administration office
  • Recipient Retention: Store a signed, accessible copy in the recipient's grants administration system
  • Audit Package: Include signed agreement, budget, invoices, and supporting receipts for auditors
  • Public Posting: Follow agency policy for publication or redaction where public disclosure is required

Distribution and eSubmission Options for Cooperative Agreements

Use secure channels and retain a verifiable audit trail when distributing or eSubmitting agreements to comply with federal recordkeeping and audit standards.

  • Email Delivery: Send signed PDFs with certificate of completion; avoid transmitting PHI without encryption
  • eSubmissions: Submit to agency portals per instruction; preserve confirmation receipts and tracking numbers
  • Cloud Storage: Secure in a compliant repository (Box, Google Drive, SharePoint) with restricted access

Choose platforms that support strong encryption, audit trails, conditional access, and the integrations required by your organization or agency systems.

Key Timelines, Reporting Deadlines, and Closeout Expectations

Cooperative Agreements include calendar dates and recurring reporting obligations; track them centrally to avoid compliance lapses and funding interruptions.

Performance Period End:

Final date for activities and invoicing; determines costs eligible for reimbursement

Interim Reports:

Quarterly or semiannual technical/progress reports as specified in agreement

Financial Reports:

Monthly or quarterly financial reports required for reimbursement or reconciliation

Audit/Closeout:

Closeout package due within 90 days of performance period end unless otherwise stated

Retention Trigger:

Retention periods begin at closeout or final report date per recordkeeping rules

Common Preparation Errors to Avoid

  • Using inconsistent legal names or TINs that prevent payments or trigger backup withholding
  • Failing to include required agency clauses (audit rights, federal terms, or specific certifications)
  • Omitting a clear performance schedule or deliverable acceptance criteria leading to disputes
  • Neglecting to attach supporting budget documentation or approved cost‑sharing commitments

Risks and Consequences of an Incorrect or Incomplete Cooperative Agreement

Funding Suspension: Agency may withhold payments or suspend performance pending corrective action
Disallowed Costs: Expenses not properly justified risk being rejected during audit and must be repaid
Audit Findings: Noncompliance can lead to audit exceptions and remediation plans
Legal Disputes: Ambiguous scope can trigger contract claims, delay delivery, and increase legal costs
Sanctions: Willful violations of federal requirements may lead to debarment or termination
Data Privacy Breach: Improper handling of PHI may violate HIPAA and trigger penalties

Export, Storage, and Supporting Documents to Keep with the Agreement

Maintain multiple secure formats and a consistent supporting document set to facilitate audits and program reviews.

Signed Agreement

Store a PDF/A signed copy with a complete audit trail and signature metadata; retain original version and any redlined drafts used in negotiations.

Budget & Cost Documentation

Include detailed ledgers, invoices, and receipts that substantiate claimed expenses and match line items in the budget.

Compliance Certifications

Attach required certifications, assurances, and federally mandated forms (e.g., SF-424, conflict-of-interest disclosures) as exhibits.

Correspondence Log

Keep a chronological record of material communications that affected scope, funding, or schedule decisions.

How to Amend, Renew, or Close Out a Cooperative Agreement

Use a controlled amendment process to modify obligations, extend performance, or close out funding, documenting each approval step.

01

Request Amendment:

Submit written change request with justification and updated budget
02

Agency Review:

Program and legal review of proposed changes
03

Approval & Signature:

Obtain signatures from authorized officials on amendment
04

Update Records:

Store amended agreement version and notify stakeholders
05

Closeout Submission:

File final reports, final invoice, and certified closeout package
06

Retention Action:

Confirm retention start date and archival location

Realistic Use Cases for Cooperative Agreements

Cooperative Agreements appear across government programs and partner organizations where joint activity and oversight are expected.

Federal Research Partnership

A university partners with a federal agency to study water quality

  • Agency provides technical staff and review
  • The agreement includes a detailed scope, budget, IP terms, and quarterly reporting obligations to satisfy both grant and procurement rules.

State‑Local Emergency Response

A state emergency management office funds a non-profit for disaster response

  • The agency retains operational oversight and provides supplies
  • The agreement requires performance milestones, reimbursement invoicing, and audit access for state inspectors.

Notarization, Witnesses, and Authentication Steps

Certain cooperative agreements or associated instruments (real property, powers of attorney) may require notarization or witnesses; follow these steps for valid execution.

01

Prepare Document

Ensure signature blocks and notary acknowledgements are present before signing

02

Select Method

Decide between in-person notarization or Remote Online Notarization (RON) where legally allowed

03

Authenticate Signers

Use government ID, KBA, or multi-factor authentication per notary or agency rules

04

Record Notarial Act

Retain the notary journal entry and any audio‑visual recording required by state RON rules

05

Witness Requirements

Obtain witness signatures where state law or agency policy requires them

06

File Originals

File notarized originals with the agency or retain per the recordkeeping schedule

Comparison: eSignature Vendors for Executing Cooperative Agreements

Common eSignature providers vary by price model, HIPAA support, and envelope limits; choose a vendor that supports required compliance features and integration with your document systems.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day trial No No No No
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Cooperative Agreements

Answers to common questions about execution, eSignatures, retention, and compliance for Cooperative Agreements.


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