What to include in a partnership agreement
A clause-by-clause checklist for NGO partnership agreements: who, why, what, how, what if, money, communications and exit. Check legal advice before signing.
Short answer
A good partnership agreement says who the partners are, why they work together, what each will do, how decisions and money are managed, what happens if there is a problem, how partners leave, and how the partnership is reviewed. Add rules for reporting, visits, communications and confidentiality. Use a checklist, keep it plain, and get legal advice for significant funding.
Key points
- Cover who, why, what, how and what if.
- Write down both sides' obligations, not only the local partner's.
- Include dispute handling, termination and exit before problems appear.
- Keep financial and reporting details in annexes that you can update.
- Get legal advice where funding is large or reputational risk is high.
What is a partnership agreement?
A partnership agreement records what two or more organisations have agreed to do together. The Global Network of Civil Society Organisations for Disaster Reduction (GNDR) explains that there can be several forms of agreement: a partnering agreement, which is non-legally binding and records the values and principles; a contract, which is legally binding and usually covers financial flows; and a work plan, which is regularly updated.
The agreement protects both sides, makes expectations visible, and gives you something to return to when people change. See our article on what makes an equitable partnership for the principles behind it.
What should you include? A checklist
GNDR's template groups content into six questions, and a UK government checklist for charities adds funding clauses. Combine them:
| Section | What to write |
|---|---|
| Who? | Partners' names, legal status, mission and representatives |
| Why? | Vision, reasons for each partner, objectives, value created |
| What? | Context, activities, what each partner brings, roles and responsibilities, measures of success |
| How? | Decision-making, management and communication, financial arrangements, capacity support, review timetable, performance measures |
| What if? | Risks and mitigation, grievance mechanism, rules for partners joining or leaving, exit plan |
| External communications | Branding, intellectual property, confidentiality, who speaks in public |
| Principles | Shared values the partners agree to follow |
What obligations should each side have?
The GOV.UK outline lists the funder's duties, for example making funds and assistance available, and the partner's duties, such as implementing the project, reporting, and managing it according to agreed policies. Write both lists.
Typical duties of the local partner:
- Carry out the work within budget and timeline.
- Report on time, using the agreed format.
- Keep records and allow visits.
- Follow agreed policies, including safeguarding and anti-fraud.
- Tell the other side early about problems or suspected misuse of funds.
Typical duties of the funder or intermediary:
- Pay on the agreed dates.
- Respond to approvals within an agreed time.
- Share relevant donor rules in plain language.
- Provide the support you agreed, such as capacity support.
- Recognise the partner's contribution in reports and communications.
Our article on mutual accountability in partnerships shows how to review both lists.
What standard clauses are needed?
The GOV.UK checklist suggests clauses on:
- how disputes will be handled and by whom,
- how the agreement can be terminated,
- conditions in which funds can be withheld,
- force majeure, meaning what happens when events outside either party's control prevent delivery,
- contact persons,
- confidentiality, and
- intellectual property.
It also states that its outline is a guide and checklist, not a model agreement, and that legal advice is highly recommended where funding is significant or reputational risk is high. Follow that advice.
How do you handle disputes and exit?
Agree the route before a dispute. A common order is: discussion between the project leads, then senior managers, then a mediator both sides accept. Set notice periods for ending the agreement, and say what happens to unspent funds, assets, records and ongoing work. See ending a partnership responsibly.
How do you write it in 5 steps?
- Start from a checklist. Use the table above or a template from your donor.
- Draft together. Hold one meeting to agree the main points, then write.
- Use plain language. If possible, provide a Burmese version so everyone understands.
- Put changing details in annexes. Budget, work plan, reporting dates and contact lists can be updated without redrafting.
- Review. GNDR's template includes a timeframe and procedure for regular review. Set one, for example every six months.
What about Myanmar and cross-border partnerships?
Legal registration, banking channels and data protection rules vary, and may change. Agree how money will move, who holds records, and how sensitive information is protected. Avoid putting names, exact locations or security details in documents that may be shared widely. Ask a qualified adviser about the law that applies to your agreement.
What mistakes should you avoid?
- Signing a long document you have not read.
- An agreement that lists only the local partner's duties.
- No review date.
- No exit clause.
- Verbal promises on overhead or support that are not written down.
For intermediary agreements, also read managing sub-grants as an intermediary.
How EMPO can help
EMPO is a trusted training and consultancy provider and one of Myanmar's leading names in practical NGO training, with 1,200+ people trained and 15 partner organisations. We are based in Yangon, work in English and Burmese, and deliver online and in-person support across Myanmar, including organisational development and proposal writing. EMPO does not give legal advice; see our services or contact us.
Sources
- Partnering Agreement Template — GNDR
- Chapter 2 Tool 10: Outline partnership agreement — UK Government, 2011
Questions people ask
Is a partnership agreement the same as a contract?
Not always. GNDR describes a partnering agreement as a non-legally binding statement of intent and principles, while a contract is legally binding and usually covers financial flows. Many partnerships use both.
Who should draft the agreement?
Either side may draft it, but both must review and agree. Local partners should ask for time to read and, where possible, take advice before signing.
How long should an agreement be?
Long enough to cover the main points and short enough to be read. Put detail such as budgets and reporting schedules in annexes.