Relationship of the parties clause: Copy, customize, and use instantly
Introduction
A relationship of the parties clause defines how the parties to an agreement relate to each other legally and operationally. It clarifies that the parties are independent entities and prevents misunderstandings about partnerships, employment, agency, or other unintended relationships. This clause protects each party’s autonomy, limits liability, and ensures that duties and responsibilities remain clear.
Below are templates for relationship of the parties clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Independent contractor relationship
This clause clarifies that the parties are not employees or agents of each other, but independent contractors responsible for their own actions.
The parties acknowledge and agree that nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between them. Each party is solely responsible for its own employees, taxes, and benefits, and neither party has the authority to bind the other in any manner.
Joint venture relationship
This clause outlines the formation of a joint venture, specifying shared responsibilities without creating a legal partnership.
The parties agree to work together as a joint venture for the purposes defined herein, sharing profits, losses, and management responsibilities. This Agreement does not constitute a partnership or employer-employee relationship, and each party remains independent with respect to legal and financial obligations.
Non-partnership agreement
This clause explicitly states that the relationship does not create any form of legal partnership beyond the scope of this agreement.
The parties agree that their collaboration under this Agreement does not create a partnership, agency, or fiduciary relationship. Each party remains an independent entity, retaining full control of its business operations, liabilities, and obligations.
Subcontracting clarity
This clause defines the relationship when one party engages subcontractors, ensuring no unintended liabilities or hierarchical structures are formed.
In the course of performing obligations under this Agreement, any subcontractors engaged by a party shall be treated as independent entities. The primary parties shall not be deemed to have a direct contractual or employment relationship with any subcontractors and bear no responsibility for their actions beyond the terms set forth here.
Franchise relationship
This clause establishes the nature of a franchise relationship while preserving the independence of the franchisor and franchisee.
The parties acknowledge that the franchisee operates as an independent business under the franchise system and is not an agent, employee, partner, or joint venturer of the franchisor. The franchisee retains full autonomy over its operations while adhering to the franchise guidelines set forth in this Agreement.
Strategic alliance clarity
This clause defines a strategic alliance between parties without implying a deeper legal bond than intended.
The parties intend to collaborate in a strategic alliance to achieve mutual business objectives. This Agreement does not create any form of partnership, agency, or employment relationship beyond the cooperative framework described herein, and each party retains its legal and operational independence.
No agency relationship
This clause ensures that one party does not act as an agent of the other, limiting liability and authority.
Nothing in this Agreement shall be construed to create an agency relationship. Neither party shall have the authority to bind or incur obligations on behalf of the other, except as expressly provided within this Agreement.
No employee relationship
This clause makes clear that neither party's personnel are considered employees of the other, preventing misclassification.
The parties agree that all personnel engaged in fulfilling this Agreement are employees or contractors of their respective organizations. This Agreement does not create any employer-employee relationship between the parties, and no employee benefits or obligations are transferred between them.
Licensing arrangement relationship
This clause describes the relationship in a licensing context, ensuring independence.
The licensor and licensee acknowledge that this Agreement grants certain rights to use intellectual property, but does not create any partnership, joint venture, agency, or employment relationship. Each party remains independent and solely responsible for its own business practices and legal obligations.
Non-exclusive relationship
This clause emphasizes that the relationship is non-exclusive and does not restrict parties from engaging with others.
The parties agree that this Agreement is non-exclusive and does not prevent either party from entering into similar agreements with third parties. Nothing in this Agreement shall be construed to create an exclusive, partnership, joint venture, employer-employee, or agency relationship between the parties.
Research collaboration relationship
This clause defines the legal and operational boundaries for parties working together on research projects.
The parties agree that their collaboration on research activities under this Agreement shall not create any employer-employee, partnership, joint venture, or agency relationship. Each party remains responsible for its own research staff, funding, intellectual property rights, and obligations arising independently from the collaboration.
Investment interest clause
This clause clarifies the relationship when one party invests in another without creating control or employment ties.
The parties acknowledge that any investment made under this Agreement does not establish a partnership, joint venture, agency, or employer-employee relationship. The investor does not gain management control or authority over the investee’s operations, and both parties retain their independent legal and financial responsibilities.
Outsourcing service agreement
This clause defines the relationship between a company and an outsourced service provider, ensuring clear boundaries.
The service provider and the client agree that this Agreement does not create a partnership, joint venture, agency, or employer-employee relationship. The service provider operates as an independent contractor, solely responsible for its staff, methods, and compliance with applicable laws while providing services.
Strategic marketing relationship
This clause governs cooperation on marketing initiatives while preserving each party’s independence.
The parties agree to collaborate on strategic marketing efforts without forming a partnership, joint venture, agency, or employer-employee relationship. Each party maintains autonomy over its branding, staffing, and business decisions, with no authority to bind the other outside the agreed marketing activities.
Data sharing independence
This clause outlines terms for sharing data between parties while retaining separate legal identities.
Although the parties agree to share certain data under this Agreement, nothing herein shall be construed to create a partnership, joint venture, agency, or employer-employee relationship. Each party remains solely responsible for its own data management practices, security measures, and compliance with data protection laws.
Finance and banking relationship
This clause clarifies that financial transactions between parties do not form deeper legal bonds.
The parties agree that financial services, transactions, or advisory relationships established under this Agreement do not create a partnership, joint venture, agency, or employer-employee relationship. Each entity remains independently accountable for its financial decisions and regulatory compliance.
Mutual supplier relationship
This clause specifies that suppliers and buyers remain independent despite ongoing business interactions.
The relationship between the supplier and the buyer under this Agreement does not constitute a partnership, joint venture, agency, or employment relationship. Both parties operate independently, bearing responsibility for their own employees, operations, and contractual obligations without creating additional legal ties beyond the terms of this Agreement.
Sponsorship agreement clarity
This clause defines the boundaries of a sponsorship relationship to prevent unintended legal ties.
In entering this sponsorship Agreement, the parties agree that no partnership, joint venture, agency, or employer-employee relationship is created. The sponsor provides financial support and promotional materials, while the organizer retains independent control over event operations and staffing.
Non-assumption clause
This clause ensures that each party does not assume the obligations or liabilities of the other outside the agreement's scope.
The parties agree that nothing in this Agreement shall be construed as an assumption of liability or obligation by one party for the other’s debts, contracts, or legal responsibilities, nor does it create a partnership, joint venture, agency, or employment relationship between them.
Cross-licensing relationship
This clause outlines the independence of parties involved in a cross-licensing arrangement.
In a cross-licensing arrangement under this Agreement, the parties remain independent entities. The sharing of intellectual property rights does not create a partnership, joint venture, agency, or employer-employee relationship, and each party retains full control over its business operations, enforcement of rights, and obligations related to its licensed assets.
Co-branding partnership
This clause ensures independence when two parties collaborate on a co-branding initiative.
The co-branding activities under this Agreement do not create a partnership, joint venture, agency, or employer-employee relationship. Each party retains control over its branding, operations, and financial obligations, with no authority to bind the other beyond the agreed scope.
Joint manufacturing agreement
This clause outlines roles in a joint manufacturing arrangement without creating deeper legal ties.
The parties agree that this Agreement to jointly manufacture products does not establish a partnership, joint venture, agency, or employer-employee relationship. Each party is solely responsible for its facilities, staff, and compliance with applicable regulations.
Event sponsorship arrangement
This clause clarifies the relationship for sponsored events.
Sponsorship under this Agreement does not establish a partnership, joint venture, agency, or employer-employee relationship. The sponsor provides financial or material contributions, while the organizer independently manages event operations and related responsibilities.
Development partnership
This clause establishes clear independence in product or service co-development.
Collaboration on development activities under this Agreement does not create a partnership, joint venture, agency, or employer-employee relationship. Each party independently manages its staff, resources, and intellectual property unless otherwise agreed in writing.
Shared advertising efforts
This clause clarifies roles when parties share advertising or marketing resources.
The shared advertising efforts under this Agreement do not establish a partnership, joint venture, agency, or employer-employee relationship. Each party independently oversees its creative contributions, budgets, and marketing personnel.
Distributor exclusivity arrangement
This clause defines the distributor’s role as independent, even in exclusive agreements.
The distributor acts as an independent contractor under this Agreement, and exclusivity in distribution rights does not create a partnership, joint venture, agency, or employer-employee relationship. The distributor is solely responsible for its operations and liabilities.
Commission-based contractor
This clause ensures independence for contractors paid on a commission basis.
Contractors engaged under this Agreement are independent entities compensated on a commission basis. This arrangement does not create a partnership, joint venture, agency, or employer-employee relationship, and contractors are responsible for their taxes and benefits.
Warehousing and logistics relationship
This clause defines the relationship for warehousing and logistics services.
The warehousing and logistics provider under this Agreement operates as an independent contractor. This Agreement does not establish a partnership, joint venture, agency, or employer-employee relationship, and each party manages its staff and operations separately.
Freelancer agreement
This clause clarifies the relationship between a business and a freelancer.
Freelancers engaged under this Agreement are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employer-employee relationship, and the freelancer is responsible for taxes, benefits, and compliance with applicable laws.
Cross-promotion independence
This clause ensures independence in cross-promotional campaigns.
Cross-promotional campaigns executed under this Agreement do not create a partnership, joint venture, agency, or employer-employee relationship. Each party independently handles its contributions, expenses, and compliance with legal requirements.
Procurement collaboration
This clause clarifies roles in procurement partnerships.
The procurement collaboration under this Agreement does not create a partnership, joint venture, agency, or employer-employee relationship. Each party maintains separate control over its procurement policies, staff, and obligations.
Affiliate marketing relationship
This clause defines the role of affiliates as independent contractors.
Affiliates engaged under this Agreement act as independent contractors and are compensated per agreed terms. This Agreement does not create a partnership, joint venture, agency, or employer-employee relationship between the parties.
Training service provider
This clause defines the independence of training providers.
Training providers engaged under this Agreement operate as independent contractors. This Agreement does not create a partnership, joint venture, agency, or employer-employee relationship, and providers are solely responsible for their staff and methods.
Shared service agreements
This clause establishes independence in shared service models.
Shared service agreements under this arrangement do not establish a partnership, joint venture, agency, or employer-employee relationship. Each party is responsible for its internal operations, staff, and compliance with applicable regulations.
Third-party vendor relationship
This clause ensures independence for vendors.
Vendors engaged under this Agreement act as independent contractors. This Agreement does not create a partnership, joint venture, agency, or employer-employee relationship, and vendors are responsible for their staff, operations, and compliance with legal requirements.
Co-licensing partnership
This clause governs the relationship in a co-licensing arrangement.
Co-licensing activities under this Agreement do not create a partnership, joint venture, agency, or employer-employee relationship. Each party retains autonomy over its licensed products and business decisions.
Temporary project collaboration
This clause clarifies roles in temporary collaborative projects.
Temporary collaborations under this Agreement do not create a partnership, joint venture, agency, or employer-employee relationship. Each party independently manages its contributions, staff, and deliverables for the project.
Independent auditing services
This clause outlines the role of auditing firms as independent entities.
Auditing services performed under this Agreement are provided by independent contractors. This Agreement does not create a partnership, joint venture, agency, or employer-employee relationship, and the auditor assumes sole responsibility for its staff and practices.
Commercial partnership agreement
This clause defines boundaries in commercial partnerships.
Commercial partnerships under this Agreement do not establish a partnership, joint venture, agency, or employer-employee relationship. Each party independently manages its staff, operations, and legal obligations.
Professional association collaboration
This clause governs relationships between professional associations.
Collaboration between professional associations under this Agreement does not create a partnership, joint venture, agency, or employer-employee relationship. Each association retains control over its members, policies, and responsibilities.
E-commerce platform agreement
This clause clarifies relationships between platforms and vendors.
Vendors operating on the e-commerce platform under this Agreement do so as independent entities. This Agreement does not create a partnership, joint venture, agency, or employer-employee relationship between the platform and its vendors.
Charity collaboration
This clause ensures independence in charity partnerships.
Collaboration on charitable activities under this Agreement does not establish a partnership, joint venture, agency, or employer-employee relationship. Each party independently manages its operations, funds, and compliance with legal obligations.
Real estate brokerage independence
This clause governs relationships between brokers and clients.
Real estate brokers engaged under this Agreement act as independent contractors. This Agreement does not create a partnership, joint venture, agency, or employer-employee relationship between the broker and the client.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.