Strategic Alliance Agreement Template

This Strategic Alliance Agreement (“Agreement”) is entered into as of [Effective Date], by and between:

Party A: [Full Legal Name of Party A], a [State/Country] [Entity Type], with its principal place of business at [Address]

and

Party B: [Full Legal Name of Party B], a [State/Country] [Entity Type], with its principal place of business at [Address]

Together, the parties are referred to as the “Parties.”

1. Purpose of the Alliance

The Parties agree to enter into a strategic alliance for the following purpose:

[Describe the shared business objective, project, market opportunity, service relationship, technology collaboration, distribution effort, or other goal]

The Parties intend to work together in a coordinated business relationship while remaining separate and independent entities.

2. Scope of Collaboration

The alliance will include the following activities:

• [Activity 1]

• [Activity 2]

• [Activity 3]

• [Activity 4, if applicable]

Any activity outside the scope listed above must be approved in writing by both Parties.

3. Roles and Responsibilities

Party A will be responsible for:

• [Responsibility 1]

• [Responsibility 2]

• [Responsibility 3]

Party B will be responsible for:

• [Responsibility 1]

• [Responsibility 2]

• [Responsibility 3]

Joint responsibilities, if any, include:

• [Shared responsibility 1]

• [Shared responsibility 2]

• 
  

4. Term of Agreement

This Agreement begins on [Effective Date] and will continue until [End Date] unless earlier terminated under this Agreement.

Renewal terms, if any:

☐ Automatic renewal for [period] unless notice is given
☐ Renewal only by written agreement
☐ No renewal

5. Business Plan and Performance

The Parties may adopt a business plan, project schedule, sales target, implementation timeline, or operating plan to support this alliance.

Key goals or performance expectations:

[Describe revenue targets, launch dates, milestones, territories, deliverables, or other measurable objectives]

Unless expressly stated otherwise, performance targets are intended as business goals and not guaranteed results.

6. Financial Terms

The financial terms of the alliance are as follows:

☐ No direct payment between the Parties unless later agreed
☐ One Party will pay the other as follows: [Describe payment structure]
☐ Revenue sharing will apply as follows: [Describe percentages, timing, and calculation method]
☐ Cost sharing will apply as follows: [Describe expenses and allocation]
☐ Referral fees or commissions will apply as follows: [Describe]

Payment timing:

[Net 15 / Net 30 / milestone-based / other]

Late payment terms, if any:

[Describe]

7. Ownership of Intellectual Property

Each Party will retain ownership of its pre-existing intellectual property, materials, trademarks, trade names, software, content, processes, data, and other proprietary assets that existed before this Agreement or were developed outside the alliance.

As to new materials, work product, inventions, content, or other deliverables created during the alliance:

☐ Each Party owns what it creates independently
☐ Jointly created materials will be jointly owned
☐ Ownership will be as follows: [Describe]

Any license rights granted between the Parties are as follows:

[Describe scope, limits, duration, territory, sublicensing rights, and permitted use]

8. Confidentiality

Each Party may receive confidential or proprietary information from the other in connection with the alliance.

Each Party agrees to:

• use the other Party’s confidential information only for the purposes of this Agreement;

• protect that information with reasonable care;

• not disclose it to third parties except as authorized or required by law; and

• limit access to employees, contractors, or advisors who need to know and are bound by appropriate confidentiality duties.

Confidentiality obligations will continue for [number] years after this Agreement ends, unless a longer period is required by law or another written agreement.

9. Non-Exclusivity or Exclusivity

This alliance is:

☐ Non-exclusive
☐ Exclusive as to the following products, services, customers, or territory: [Describe]

If exclusive, the exclusivity is subject to the following limits, exceptions, or performance requirements:

[Describe]

10. Independent Contractor Relationship

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, agency, or other legal relationship beyond the express terms of this Agreement, unless separately stated in writing.

Neither Party may bind the other Party or make commitments on the other Party’s behalf without prior written authorization.

11. Compliance with Law

Each Party will comply with the laws, regulations, and industry requirements applicable to its own activities under this Agreement.

Any licenses, permits, approvals, registrations, or internal consents needed for performance will be the responsibility of the Party required to obtain them, unless the Parties state otherwise here:

[Describe any shared compliance responsibility]

12. Representations and Warranties

Each Party represents that:

• it is duly organized and in good standing under the laws of its jurisdiction, if applicable;

• it has the authority to enter into this Agreement;

• entering into this Agreement does not knowingly violate another binding agreement; and

• it will perform its obligations in good faith and in a commercially reasonable manner.

Additional representations, if any:

[Insert details]

13. Limitation of Liability

To the extent allowed by law, neither Party will be liable to the other for indirect, incidental, special, consequential, or lost profit damages arising out of this Agreement, except where the claim involves fraud, willful misconduct, breach of confidentiality, misuse of intellectual property, or another matter that cannot legally be limited.

Any additional liability cap or allocation term:

[Describe or write “None”]

14. Indemnification

Party A will indemnify and hold harmless Party B from third-party claims, losses, or damages arising from Party A’s breach of this Agreement, negligence, misconduct, or violation of law, subject to the terms below.

Party B will indemnify and hold harmless Party A from third-party claims, losses, or damages arising from Party B’s breach of this Agreement, negligence, misconduct, or violation of law, subject to the terms below.

Notice and defense procedure:

[Describe how claims must be reported and defended]

15. Termination

Either Party may terminate this Agreement:

• by mutual written agreement;

• for material breach if the breach is not cured within [number] days after written notice;

• if the other Party becomes insolvent, ceases operations, or enters bankruptcy or similar proceedings, to the extent allowed by law; or

• for convenience upon [number] days’ prior written notice, if permitted.

On termination, the Parties will:

• stop using any materials or rights that must end;

• pay any undisputed amounts still owed;

• return or destroy confidential information as required; and

• complete or wind down ongoing tasks as agreed.

16. Dispute Resolution

If a dispute arises under this Agreement, the Parties will first attempt in good faith to resolve it through business discussions.

If the dispute is not resolved, it will be handled by:

☐ Negotiation followed by mediation
☐ Arbitration
☐ Court proceedings
☐ Other: [Describe]

Location for dispute resolution: [City, State/Country]

17. Notices

Any notice under this Agreement must be in writing and sent to the contact information below or to any updated contact information later provided in writing.

For Party A:
Name: [Name]
Title: [Title]
Address: [Address]
Email: [Email Address]

For Party B:
Name: [Name]
Title: [Title]
Address: [Address]
Email: [Email Address]

18. Governing Law

This Agreement will be governed by the laws of [State/Country], without regard to conflict of law rules, except where mandatory law requires otherwise.

19. Entire Agreement

This Agreement is the complete agreement between the Parties regarding the subject matter stated above and replaces prior discussions, proposals, emails, or understandings on that subject, whether oral or written.

Any amendment to this Agreement must be in writing and signed by both Parties.

20. Signatures

The Parties have signed this Strategic Alliance Agreement as of the Effective Date.

Party A:

Signature: __________________________
Name: [Full Name]
Title: [Title]
Company: [Party A Legal Name]
Date: [Date]

Party B:

Signature: __________________________
Name: [Full Name]
Title: [Title]
Company: [Party B Legal Name]
Date: [Date]

Optional Additional Approval:

Signature: __________________________
Name: [Full Name]
Title: [Title]
Date: [Date]