A partnership agreement is an agreement under which two or more parties agree to cooperate to achieve common objectives. This type of contract, used mainly for commercial and professional cooperation, often calls for the involvement and expertise of a lawyer. Here are the key points to consider when choosing a lawyer to assist and advise you in drafting a partnership agreement.
What is a partnership agreement under French law?
The partnership agreement, an agreement by which several parties join forces to carry out a collective project, is frequently used in practice. However, French law provides no specific legal framework for this contract. The way it is drafted therefore deserves particular attention.
In this context, you need a clear and complete agreement to prevent potential future problems between the parties. Drafting such an agreement, however, requires specific legal skills, which is why seeking the help of a lawyer experienced in this area is essential.
What should a partnership agreement contain?
Like any contract, a partnership agreement must contain several core elements:
- The parties to the agreement
- The purpose of the agreement: it describes the services each party undertakes to provide under the agreement.
- The term of the agreement: it may be fixed or indefinite. The choice matters, because termination is not governed by the same rules. A fixed-term agreement cannot be terminated before it expires, unless the parties have provided a termination clause for certain situations. An agreement of indefinite duration may be terminated at any time by either party, provided the notice period set in the agreement is respected or, failing that, a reasonable period (Article 1211 of the French Civil Code (Code civil) (in French)).
- The price of the services: if the partnership provides for remuneration, it must be stated in the agreement. The agreement then also specifies the payment terms and late-payment penalties.
- Dispute resolution: it is useful to specify the governing law and the court with jurisdiction. A clause that departs from the rules on territorial jurisdiction is valid only between traders (commerçants) and must be set out very conspicuously (Article 48 of the French Code of Civil Procedure (Code de procédure civile) (in French)).
If you have any doubt about drafting your partnership agreement, consult professionals in this field, such as our firm Hashtag Avocats.
Why use a lawyer for a partnership agreement?
| Why use a lawyer? | Explanation |
| Making the partnership legally secure | - A lawyer can help you draft a precise and complete agreement that clearly defines the rights and obligations of each party. - A lawyer can advise you on the type of agreement best suited to your situation. - A lawyer can also help you negotiate the clauses of the agreement with your partner. |
| Protecting your interests | - A lawyer can help you identify the potential risks of the partnership and take the necessary steps to minimise them. - A lawyer can also help you protect your rights in a dispute with your partner. |
| Saving time and energy | - Drafting a partnership agreement can be a long and complex process. A lawyer can help you save time and energy by drafting the agreement on your behalf. - A lawyer can also assist you with the administrative steps related to the partnership. |
| Getting tailored advice | - A lawyer can give you advice tailored to your specific situation. - A lawyer can also help you understand the legal implications of the partnership. |
Who is it for?
Using a lawyer to draw up a partnership agreement is relevant to all professionals, companies, associations or individuals wishing to join forces within a well-defined framework. Areas in which a partnership agreement can be useful include:
- Setting up a business,
- Collaborations between companies on joint projects,
- Partnerships between associations, or with public bodies (public procurement rules may then apply),
- Cooperation agreements with local authorities, which follow rules specific to public entities,
- Or partnerships between individuals (for example for a joint property investment).
Whatever your project and your situation, the expertise of a lawyer in drafting a partnership agreement is therefore a major asset in securing your relationships.
Support from a contract lawyer
As lawyers for businesses (start-ups, very small businesses, SMEs), our firm Hashtag Avocats assists you in securing your relationships with your partners, offering tailored advice that fits your needs as closely as possible and matches the level of protection you want.
We also provide our clients with digital tools to keep the relationship smooth. We offer transparent, focused and personalised support in real time, in line with your expectations.
Obligations arising from a partnership agreement
A partnership agreement creates several obligations for the parties.
The first obligation concerns the performance of the service. It may be either an obligation to achieve a result or an obligation of means (best efforts).
Where one or both parties are bound by an obligation to achieve a result, the other party only has to establish that the promised result was not achieved; the obligor is released only by proving, in particular, that performance was prevented by force majeure (Article 1231-1 of the French Civil Code (in French)).
Where one or both parties are bound by an obligation of means, they must use all reasonable means to perform their task. The other party can then hold them liable only by proving a fault in that performance.
The parties must also pay the agreed price and comply with the payment terms.
A party that fails to meet its obligation is then liable, and the other party may claim damages from it.
Our expertise in partnership agreements also allows us to assist you in creating a standard agreement template suited to your business sector.
A tailored client approach
At Hashtag Avocats Paris, we know that every project and every collaboration is unique. That is why we listen closely to our clients to understand their specific needs.
Our lawyers respond promptly to give you sound advice, whatever your business sector. Our primary aim is to make your partnership legally secure, so that you can focus fully on the success of your joint project.
Contact us today for professional assistance in drawing up your partnership agreement. Our team is ready to support you at every stage of the process, and to answer all your questions.
Every situation is different: the information on this page is general and does not replace legal advice tailored to your case. The firm makes no promise of outcome; it commits to the means it deploys.
Our related expertise in contracts and commercial law
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Further reading
- Force majeure and hardship (imprévision): how to suspend the performance of a contract (in French)
- What is a reasonable notice period to terminate a commercial contract? (in French)
- Which liability clauses to include in a personal data processing agreement
- Auditing a data processing agreement: checkpoints (in French)