When you need a separate co-marketing agreement
If you already have a partner agreement (reseller, technology, or SI), co-marketing is usually covered by an exhibit. A standalone co-marketing agreement is needed when: the partner is a peer vendor with no commercial agreement, an industry association or content brand, or a non-profit / community organization where a commercial agreement would be inappropriate.
For most SaaS-to-SaaS partnerships, fold co-marketing into the existing technology partner MOU. Avoid contract sprawl.
Asset ownership: who owns the joint content
The clause that prevents most disputes: each party owns its own original contributions; jointly created content is jointly owned with each party granted a perpetual non-exclusive license to use in its own marketing. Variations of this language exist; the key is naming it explicitly. Without it, every joint asset becomes a re-negotiation.
For a co-authored white paper: both parties may use it freely in their own channels. For a video featuring both products: same. For a partner case study: typically owned by the party that commissioned and produced it, with the other party granted a non-exclusive license to use in approved contexts.
Lead sharing language
The most contentious clauses in any co-marketing agreement deal with leads from joint activity. Pre-decide:
- Who collects the leads at the activity? A joint webinar typically has one registration form; the platform owner collects. Spell out that both parties get a copy.
- Are the leads jointly owned? Default: yes, both parties may follow up. If exclusive lead ownership is the goal, the activity is sponsorship not co-marketing — different agreement.
- Data protection compliance. Both parties are responsible for their own privacy basis to contact the leads. Joint promotion of an opt-in does not create a joint controller relationship unless you say it does.
Brand use and approval workflows
Every co-marketing agreement should include a Brand Use exhibit that names: which logos and trademarks may be used, in what contexts, and with what approval flow. The lightest workable approval flow: 48-hour review, default approve if no response. Heavier approval flows (legal sign-off, multi-stakeholder approval) kill momentum and joint marketing dies.
The opposite extreme — unrestricted brand use — leads to off-brand collateral that damages both sides. The 48-hour default-approve flow is the right balance.
MDF or budget sharing language
If money is involved (paid ads, conference booth share, white-paper production), specify: who pays what, payment timing, and reimbursement process. If the activity is funded by partner MDF, reference the MDF policy and form. Joint activity with shared cost that does not have a written budget always ends in a dispute. The template includes a Cost Sharing Schedule exhibit.