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Partnership Project Agreement

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PARTNERSHIP PROJECT AGREEMENT

This Partnership Project Agreement ("Agreement") is made and entered into as of , by and between the parties identified below.

Parties

Partner A

Partner B

Recitals

WHEREAS, Partner A and Partner B desire to collaborate on the project described in this Agreement for the purpose of combining resources, expertise and sharing profits and losses as set forth herein.

WHEREAS, the parties intend that their collaboration be governed by the terms and conditions of this Agreement and that responsibilities, deliverables, costs and revenues be allocated as specified below.

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material terms related to the partnership project.

Scope of Work

The parties agree to collaborate on the following work and deliverables. Each party shall perform its obligations in a professional manner consistent with industry standards.

Payment Terms

The parties agree to the compensation structure set forth below. All amounts are payable in lawful currency of the United States unless otherwise specified.

Late payments shall accrue interest at the rate of per month on the unpaid principal balance from the due date until paid. The parties acknowledge that reasonable efforts will be made to resolve disputes prior to withholding payments.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall be without prejudice to any remedies that have accrued prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

The Receiving Party shall use Confidential Information only for the purposes of performing obligations under this Agreement and shall restrict disclosure to employees, contractors or advisors having a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Intellectual Property & Allocation of Rights

Unless otherwise agreed in writing, intellectual property created jointly in the performance of this Agreement shall be jointly owned by the parties with each party having an undivided interest in such jointly created work product. Pre-existing intellectual property owned by a party prior to this Agreement remains the sole property of that party. The parties shall document any separate license or assignment of rights in a written addendum.

Indemnification & Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental or punitive damages. Aggregate liability shall be limited to the total fees actually paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. Any dispute arising under this Agreement shall be resolved in the courts located within that jurisdiction unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, including any schedules or written addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

Partner A Printed Name:

By:

Date:

Partner B Printed Name:

By:

Date:

Enter text✕

What a Partnership Project Agreement Covers

A Partnership Project Agreement is a written contract that sets out roles, responsibilities, deliverables, timelines, financial terms, and dispute-resolution mechanisms for parties collaborating on a specific project. It defines each partner’s scope of work, ownership of work product or intellectual property, how expenses and revenue are shared, termination triggers, and any conditions precedent. The agreement helps reduce misunderstandings, creates an enforceable record of obligations, and clarifies who may sign and bind the partnership for project-specific decisions.

Why this Agreement Matters for Project Partnerships

A clear Partnership Project Agreement reduces operational risk, allocates liability, and records the parties’ intentions in a legally enforceable form under ESIGN (15 U.S.C. ch. 96) and applicable state law (UETA or state ESRA). It streamlines approvals, clarifies payment terms, and creates evidence useful in dispute resolution.

Why this Agreement Matters for Project Partnerships

Who Typically Prepares and Signs This Agreement

Project stakeholders across business, legal, and operations teams prepare and execute these agreements when multiple parties collaborate on defined deliverables.

  • Business owners and partners who will share project revenue, costs, or liabilities and need clear allocation terms.
  • Project managers who require documented scopes, schedules, and milestone-based payment terms to manage delivery.
  • In-house or outside legal counsel who review indemnities, IP ownership, and dispute-resolution provisions before final signature.

Parties should confirm signatory authority and retention obligations before signing to avoid disputes over enforceability.

Core Elements to Include in a Professional Agreement

A robust Partnership Project Agreement organizes obligations and risk allocation so each party knows responsibilities and remedies if performance gaps occur.

Parties

Legal names, entity types, and contact information for each partner; specify authorized signing representatives and business addresses.

Scope of Work

Detailed deliverables, acceptance criteria, project phases, and any excluded services to prevent scope creep and disputes over obligations.

Payment and Costs

Compensation method, schedule, invoicing procedures, expense reimbursement rules, and handling of overruns or contingency budgets.

Intellectual Property

Ownership of pre-existing IP, assignment of project-created IP, licensing terms, and rights to use deliverables after project completion.

Liability and Insurance

Indemnity clauses, liability caps, insurance requirements (types and minimum limits), and risk allocation between partners.

Termination and Dispute Resolution

Termination triggers, wind-down responsibilities, confidentiality survival periods, choice of law, and agreed dispute-resolution path (mediation/arbitration/venue).

Required Information and Fields to Collect

Parties' Names: Full legal entity names
Authorized Signer: Name and title
Project Description: Concise scope statement
Effective Date: MM/DD/YYYY format
Payment Terms: Rates and schedule
Governing Law: State selected

Step-by-Step: Completing the Agreement

Follow these core steps to create, review, and finalize a Partnership Project Agreement.

  • 01
    Draft core terms: Define parties, scope, schedule, and payment details before detailed drafting.
  • 02
    Legal review: Have counsel review IP, liability, and termination language.
  • 03
    Confirm signatory authority: Verify who can sign for each entity and obtain corporate authorizations if needed.
  • 04
    Execute and retain: Sign with agreed method and store executed copy with audit trail.

How to Customize an Online Workflow

Configure an online signing workflow so routing, authentication, and field requirements match your approval process.

Field Configuration
Signer Order Sequential or parallel routing
Authentication Email, SMS code, or KBA
Conditional Fields Show/hide fields by role or response
Audit Trail Enable timestamps and IP capture

Digital Signing and Platform Requirements

Choose an eSignature platform that supports required authentication, audit trails, and integrations with your systems.

  • Integrations: Connectors for Salesforce, NetSuite, Google Workspace, Microsoft 365, Box, and Procore simplify routing and storage.
  • Authentication Options: Email links, SMS one-time codes, KBA, or advanced signer verification for higher-assurance transactions.
  • Security & Compliance: Platform should support AES-256 at rest and TLS 1.2/1.3 in transit.

Ensure the platform can provide a clear audit trail, meet any industry compliance (e.g., HIPAA BAA), and export signed PDFs in ISO-compatible formats.

Where to Send or File the Executed Agreement

Determine distribution and filing workflows so executed copies reach the right parties and records systems immediately.

  • Partner Parties: Each partner retains an executed copy for its corporate records and accounting teams.
  • Project Management: Upload signed agreement to project repository for milestone and deliverable tracking.
  • Legal and Finance: Send copies to legal counsel and accounts payable for compliance and payment setup.
  • Official Filing: File with state agencies only when registering a new partnership or recording a related instrument.

How to Save and Share Final Documents

Export and store executed Partnership Project Agreements in durable formats and ensure accessible recordkeeping for audits or disputes.

PDF/A Export

Save the signed file as PDF/A for long-term preservation; include the audit certificate and embedded timestamps for evidentiary value.

Native DOCX

Keep an editable DOCX copy for future amendments, but always archive the executed PDF as the authoritative copy.

Cloud Storage

Store final documents in secured cloud repositories with role-based access and versioning for retention compliance.

Email Distribution

Distribute final signed copies to stakeholders and retain delivery records; avoid sending signatures embedded in email bodies only.

Timing: Typical Dates and Processing Expectations

Set clear milestone, invoice, and retention dates inside the agreement to manage expectations and avoid late-payment disputes.

Effective Date:

The MM/DD/YYYY date the agreement becomes operative.

Milestone Deadlines:

Specify end dates for each deliverable and acceptance windows.

Invoice Due Date:

Net payment days (e.g., Net 30) and late fees if applicable.

Termination Notice:

Number of days required to give formal termination notice.

Record Retention:

Retention obligations for signed copies and supporting records.

Common Mistakes to Avoid

  • Using informal or incomplete party names that make it hard to identify the contracting entity in disputes.
  • Failing to define acceptance criteria or deliverable specifications, causing disagreements about completion.
  • Not confirming signer authority, which can render the agreement void or require ratification.
  • Neglecting to state governing law or dispute-resolution steps, extending litigation risk and cost.

Consequences of an Incorrect or Incomplete Agreement

Enforceability Risk: May be challenged in court
Financial Exposure: Unclear indemnities increase losses
Operational Delay: Ambiguous milestones delay delivery
Tax Issues: Improper allocations affect filings
Contract Disputes: Increased litigation costs
Reputational Harm: Partner relationships strained

eSignature Pricing and Feature Snapshot

Compare typical starting prices and key feature availability across major eSignature vendors; signNow is listed first per comparison conventions.

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 Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Use Cases

These examples show common scenarios where a Partnership Project Agreement clarifies roles and speeds execution.

Joint Product Launch

A software firm and marketing agency form a project partnership to launch a new product

  • Define deliverables and payment milestones
  • The agreement allocates IP, sets acceptance criteria, and establishes milestone payments so work proceeds without disputes.

Construction Pilot

Two contractors partner to deliver a pilot site under a single project schedule

  • Include lien waiver and retainage clauses
  • Clear payment mechanics and performance bonds reduced payment disputes and kept the pilot on schedule.

Frequently Asked Questions

Answers to common questions about validity, eSigning, signatures, and post-signature handling for Partnership Project Agreements.


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