Sometimes business entities try to achieve stable relations by addressing partners or entities engaged in similar activities. Suppose a store sells equipment, but cannot provide warranty service on its own because of a lack of space, employees of a suitable profile, etc. Of course, you can rent the appropriate premises, hire specialists, but this will already entail significant costs, which means it’s not always profitable, and more often - even at a loss.
But the provision of related services is necessary. What to do? The most convenient way out is to sign an agreement on mutual cooperation with companies or specialists who are ready to provide these services. Quite a common situation: two firms can provide services (equipment installation, electrical installation, repair or just warranty service), exchanging customers. The cooperation agreement, as a rule, leads to mutual benefits: the first company does not need to think about additional costs, and the second receives additional customers.
In such situations, we can talk about the conclusion of agreements on joint activities (simple partnership), which is prescribed by law. Activities involving the achievement of common goals for both companies (with the possible combination of contributions, among others) will not require the creation of a common legal entity. According to the first part of Article 1042, indicated in the Civil Code of the Russian Federation, a contribution to a partnership is all that can be made (or was made) in a common business for the parties: knowledge, property, skills, money, communications, business reputation. Although the property, as a contribution, is made quite rarely. Usually there is an exchange of already mentioned connections, reputation, information, knowledge, etc.
In addition, the norms of the Civil Code of the Russian Federation govern mainly the property relations of partners (distribution of expenses, profits, responsibilities, accounting of all common property).
But in practice, the parties independently regulate these issues infrequently, dispensing only with the expression of intentions about rendering mutual services, assistance, providing information, etc. As a rule, parties rarely expect direct profit from partners, extracting it independently from existing assets.
That is why it is worth officially concluding a cooperation agreement (the template will be provided to you in law firms). The agreement looks framework and primitive, but obliges both parties to fulfill the prescribed points. Moreover, it is desirable to indicate in it the responsibility for the possible failure to fulfill the obligations specified in the contract.
Suppose a store selling equipment found a company that agreed to carry out warranty repairs and signed a cooperation agreement. For its part, the repair company for some reason did not provide the service specified in the contract. What is it? The store involuntarily violates the law, as it is responsible to buyers for the goods sold, and even incurs losses. Can he recover them from an unscrupulous partner? Definitely can.
In order to avoid unnecessary disputes (and for the sake of clarity), the cooperation agreement should contain accurate information about the services provided to each other, about the risks, about situations involving compensation for losses. It is worth stipulating (and fixing) the terms in which losses are paid by the guilty party.
Of course, a cooperation agreement should not only be free of charge. There may be a combined agreement governing the execution of work, agent activities, etc. It is better to detail this in separate documents, and the main issues can be highlighted in the general agreement.
Despite the simple form, the cooperation agreement has difficulties: it would seem that you can write anything here, but the absence of any clause (or the slightest inaccuracy) can make the document invalid (not working at all, or working for one party). Therefore, the development of the agreement should be entrusted to the lawyers compiling such documents and having sufficient experience in this matter.