Given
the increased emphasis on corporate social responsibility and sustainability,
more and more corporates are keen to partner with social enterprises and
non-profit organisations in relation to a particular project, cause or
fund-raising opportunity.
The
terms of such arrangements would usually need to be formalised in an agreement,
beforehand. This article looks at some of the points a non-profit organisation
(“NPO”) might want to consider, when coming up with the right agreement for the
collaboration.
A.
What type of document?
The
first question that arises is probably what type of Agreement should be used.
In reality, it doesn’t really matter what an agreement is called. It could be
called a Collaboration Agreement, Sponsorship Agreement, Project Agreement or
just plain “Agreement”. It’s best to avoid the name “Partnership Agreement” though,
as the arrangement is not intended to constitute a partnership within the meaning
of the Partnership Act 1961 or the Limited Liability Partnerships Act 2012.
B.
Content of the document
a) Parties
The
parties need to be described properly. The corporate entity would most likely
be Sdn Bhd or Berhad company. Ensure that the name of the company is stated in
full together with its company number (“Company”). As for the non-profit
organisation (“NPO”), its full name should appear, together with the words
(Registered Society No: PPM-xxx-xx-xxxxxxxx) (assuming the NPO is a registered
society under the Societies Act 1966)
b) Recitals
The
Recitals would usually describe the parties to the agreement.
Sample
clauses could include something like:
a) NPO is involved in the [insert description of the NPO’s activities,
vision/mission, objectives]
b) Company is involved in the
business of [insert description of the Company’s
business]
c) Company and NPO are desirous of
collaborating on a community project to [insert
the scope of collaboration/outcomes and objectives]
d) The parties hereto are desirous
of entering into this Agreement to give effect to the abovementioned
collaboration.
c) Main body of the
Agreement
You
may wish to define specific terms in the definition section and include an
interpretation section, if needed.
The
Agreement should set out the term of the arrangement, clearly. How long will
the arrangement be for and when does it terminate? What happens at the point of
termination – automatic renewal, renewal with notice (if so, how many months’
notice is required), or, if the arrangement is for a specific project or goal,
perhaps no renewal is needed.
Next,
the obligations of the parties should be clearly outlined. An easy way to
address this in the Agreement is to include 2 clauses, 1 entitled “General Obligations
of the NPO” and another entitled “General Obligations of the Company”.
The
Company’s obligations would usually be to provide some form of financial
support or donation to the NPO, in consideration for which, it might require
the NPO to display/portray its logo, tagline or brand in a certain way on its promotional
materials, buntings/banners, social media platforms, etc.
Another
area to address is the mutual use and treatment of logos, taglines, trademarks,
brands, confidential information, etc – as well as whether prior approval of
the other party is required prior to dissemination of press releases and other
forms of publicity.
d) Signatories
Always
ensure that the signatory to the Agreement is a party duly authorised to sign
it. For the Company, that would be either a managing director, CEO or other
duly authorised representative. For the NPO, this should be an office
bearer/member of the executive committee, preferably the President and/or
Secretary.
e) Schedules
Additional
documents, such as detailed plans, maps, manuals, sample advertisements or
other documents relevant to the collaboration, could be attached to the
Agreement as Schedules.
Hope the above is helpful! J Comments, questions or requests to cover particular topics, email me at
spiralcom1701@gmail.com
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