Five Things to Agree Before the Handshake: A Blunt Guide to UK Collaboration
There is a particular kind of meeting that recurs in British business. Two firms, complementary skills, genuine mutual respect, a shared client in mind. Someone says the word 'collaboration'. Everyone nods. A proposal follows, warm and slightly vague, and within three months the relationship is being conducted through increasingly careful emails about who was supposed to invoice whom.
The word is not the problem. The optimism behind it is admirable, and most partnerships that begin this way do produce good work. The problem is that 'collaboration' is a description of a mood, not a structure. It describes how people would like to behave towards each other. It says nothing about what happens when they stop feeling that way, and every commercial relationship eventually contains at least one moment when goodwill is not the deciding factor.
A written agreement is not a signal of distrust. It is the thing that allows two firms to be generous with each other later, because the floor has already been agreed.
Who owns the work
This is the question most often skipped, and the most expensive to answer retrospectively. If a designer, an agency and a copywriter produce a campaign together, who owns the intellectual property in it? The default position under UK law is rarely what people assume, and the safe assumption is that nothing has been assigned to anyone until it is assigned in writing.
A workable agreement separates three things. Background IP — the tools, templates and methods each party brings — stays with its owner and is licensed to the project. Foreground IP is assigned or jointly held, and to whom must be stated. And the right to display the work in a portfolio or case study should be dealt with explicitly, because it is the clause most likely to cause quiet resentment when it is assumed rather than agreed.
Who carries the liability
If the end client suffers a loss, who is exposed? In an informal collaboration the answer is often 'whoever the client decides to sue', which is the person whose name is on the contract — regardless of who did the work.
Agree who is the principal to the client and who is a subcontractor. Agree whether indemnities are offered, and cap them at a sum that bears some relation to the fee. Confirm that each party holds professional indemnity cover, at what level, and that the policy would respond to this kind of work. And decide in advance who handles a complaint: the party facing the client, or both together.
How payment and late payment are handled
Vagueness here is the single most common cause of a partnership turning cold. Set the fee, the basis (fixed, day rate, or share of profit), the invoicing party, and the payment period. Then set what happens if the client pays late, because they will.
Under the Late Payment of Commercial Debts (Interest) Act 1998, businesses can charge statutory interest on overdue commercial invoices, currently 8% above the Bank of England base rate, plus fixed compensation that scales with the debt. Those rights exist whether or not the contract mentions them, but a sensible agreement decides who bears the risk of a slow-paying client: does the subcontractor get paid on invoice, or only when the money lands? That one question determines whether your collaborator is a partner or an unpaid financier. Voluntary codes on payment practice have raised the temperature on this issue in recent years, but conduct still varies widely, and the contract is what you actually hold.
Who controls the client relationship
A partnership can hold a client jointly, but the administration of it should be single-threaded. Decide who is the named point of contact, who chairs meetings, who sends the invoice, and who is permitted to agree variations in scope. Two people quietly quoting different figures to the same client is a reliable way to lose both the client and the relationship.
Non-solicitation deserves a mention here too. If the collaboration ends, may one party approach the client directly? A reasonable agreement usually places a time limit on that restraint rather than an outright ban — a year is common — and treats it as a commercial term, not an insult.
What happens when one side walks away
Every agreement should assume an ending. What notice is required? Who completes work in progress, and at what rate? Who hands over files, logins and documentation, and by when? How is pipeline that was jointly developed divided? And what happens to the fee if the client cancels the project after one party has already committed resources?
Answering these questions while everyone is still enthusiastic is an act of professional courtesy. Answering them after a disagreement, with a client in the middle, is an act of salvage.
The pre-signature checklist
Before the handshake, confirm in writing: ownership of background and foreground IP, plus portfolio rights; liability position, indemnity caps and insurance; fee basis, invoicing party, payment period and late-payment risk; the named client contact and who may vary scope; notice period, wind-down and non-solicitation. Five headings, perhaps two pages, agreed once.
None of that makes a collaboration less collaborative. It makes it a business relationship rather than a hopeful one — and hopeful relationships are the ones that tend to end in correspondence nobody enjoys reading.
