STRATEGIC PARTNERSHIP AGREEMENT
Important legal-advice, jurisdiction and formality warning
This fictional agreement is a complete commercial example, not legal advice and not a universally valid partnership. It is governed by the law of England and Wales and is intended to document a collaboration without forming a legal partnership, joint employer relationship or agency. The parties must verify competition-law boundaries, advertising claims, consumer terms, intellectual-property ownership, data-processing roles, tax and any sector licence before launch. A lawyer should check the final scope, authority, signatures and implementation documents; this document should not be used without that review.
1. Parties and strategic purpose
This agreement is made on 12 January 2026 between Fablegrove Learning Limited, company number 11846027, of 3 Lantern Yard, London N1 7QH, Fablegrove, and Orchard Meridian Media Limited, company number 09418263, of 55 Park Exchange, Manchester M4 6AA, Meridian. Fablegrove operates a digital course platform. Meridian produces educational audio and video content for employers. Together they will launch SkillHarbour, a co-branded catalogue of workplace communication courses for customers in Great Britain and Ireland.
The partnership starts on 1 February 2026 and continues for three years until 31 January 2029 unless ended earlier under this agreement. It is non-exclusive: either party may pursue other opportunities, provided it does not misuse confidential information, copy SkillHarbour materials or represent that an independent party is bound by this agreement.
2. Contributions and launch plan
Fablegrove will provide the hosted platform, learner accounts, payment checkout, customer support during Business Hours and £120,000 of launch marketing spend in the first 12 months. Meridian will create 24 courses, provide presenters and editors, and spend £80,000 on employer outreach and production. The agreed launch budget is therefore £200,000. Fablegrove will release its £120,000 in monthly instalments of £10,000 from February 2026 through January 2027; Meridian will spend its £80,000 on production invoices and documented campaigns over the same period.
The launch catalogue will contain 24 courses, each with six lessons and one assessment. Meridian will deliver the first eight courses by 31 March 2026, eight by 31 May 2026 and eight by 31 July 2026. Fablegrove will publish an accepted course within ten business days after receiving captions, transcripts, accessibility information and artwork. Each party will appoint a delivery lead: Naomi Bell for Fablegrove and Caleb Rowan for Meridian. A material delay must be reported within three business days with a recovery plan.
3. Steering committee and decisions
A four-person Steering Committee will meet monthly. Fablegrove appoints Naomi Bell and Ibrahim Shah; Meridian appoints Caleb Rowan and Martha Ellison. A meeting requires one representative from each party. Ordinary operational decisions pass by three votes, including at least one vote from each party. Unanimous approval is required for a new territory, a price change above 15 percent, a spend above £25,000 outside the budget, a material change to branding, a new distribution channel, an exclusive commitment, a settlement above £20,000, or a change to revenue shares.
The committee will approve a quarterly plan, review customer metrics and maintain a risk register. The parties will not exchange competitively sensitive information beyond what is necessary for SkillHarbour. Each party remains responsible for its own personnel, premises, taxes, insurance and expenses except for the specifically shared costs in an approved plan.
4. Sales, accounting and revenue
SkillHarbour will charge employers £2,400 plus VAT for an annual package covering up to 50 learners and £48 plus VAT for each additional learner. A customer may buy through Fablegrove's checkout or an approved Meridian sales process. Fablegrove will issue invoices and collect payment unless the Steering Committee approves a named reseller.
Net Partnership Revenue means cleared customer receipts, excluding VAT, refunds, chargebacks and payment-provider fees. Direct third-party hosting, captioning and reseller commissions are deducted before the share calculation. The remaining amount is divided 55 percent to Fablegrove and 45 percent to Meridian. For illustration, if April receipts are £48,000, VAT and refunds are £8,000, payment fees are £1,000 and approved captioning is £3,000, Net Partnership Revenue is £36,000; Fablegrove receives £19,800 and Meridian receives £16,200. Fablegrove will provide a statement by the 15th of the following month and pay Meridian within ten business days after the statement.
Each party may inspect records supporting a statement once per year on 15 business days' notice. An independent accountant will resolve a dispute about arithmetic, and if an audit finds an underpayment of more than 5 percent, Fablegrove will pay the shortfall and reasonable audit cost. Each party bears its own income tax and professional fees.
5. Intellectual property, branding and data
Each party retains its background IP. Fablegrove grants the partnership a non-exclusive, worldwide licence to use its platform and SkillHarbour interface during the term. Meridian grants an equivalent licence to its course recordings, scripts and artwork for hosting, marketing and customer access during the term. New SkillHarbour branding, course compilations and campaign assets created jointly are owned jointly in equal shares, and each party may use them for SkillHarbour but not a competing catalogue during the term without consent.
All customer and learner personal data will be processed under a separate data-processing agreement signed on 12 January 2026. Fablegrove is the processor for account and platform functions where Meridian is controller, unless the parties document another role. Neither party may sell learner data or use it to train a general-purpose model. The parties will approve every material marketing claim and keep substantiation for three years.
The SkillHarbour name and logo may be used only in approved brand guidelines. Neither party may issue a press release naming the other without prior written approval, not to be unreasonably withheld. A party must promptly tell the other about a credible infringement claim and cooperate in a proportionate response.
6. Confidentiality, standards and responsibility
Confidential information includes pricing, learner analytics, scripts, customer identities, security details and business plans. It may be shared with personnel and advisers who need it and are bound by confidentiality. The duty lasts five years after disclosure, except that trade secrets remain protected while secret. Required legal disclosure is permitted after notice where lawful.
Each party will maintain reasonable cyber controls, accessibility practices and professional indemnity insurance of at least £1,000,000. Meridian is responsible for contributor releases and music, image and location clearances. Fablegrove is responsible for platform security, payment processing and account availability under its SLA. Neither party may bind the other or accept a customer warranty on the other's behalf.
7. Termination and transition
Either party may terminate for convenience after the first anniversary by giving six months' written notice. Either may terminate immediately if the other becomes insolvent, loses a required licence, commits fraud, or materially breaches and fails to remedy within 30 days after notice. A serious data breach, unlawful marketing campaign or repeated failure to deliver may be a material breach where the facts support that conclusion.
During the notice period the parties will support existing customers, honour paid access, complete accepted courses where practical and agree a fair communication. After termination, no new customer may be enrolled under the brand, but existing customers may receive access until the end of their paid period, not exceeding 12 months after termination. Fablegrove will provide an export of Meridian's customer and course data in a reasonable machine-readable format. Accrued revenue shares, confidentiality, IP ownership, audit rights and liability survive.
8. Liability, law and execution
Neither party excludes liability for fraud, death or personal injury caused by negligence, deliberate misconduct or a liability that cannot lawfully be excluded. Subject to that, each party's aggregate liability is capped at £500,000, except data-protection and confidentiality claims, capped at £750,000. Neither party is liable for indirect loss or loss of profit to the extent permitted by law. The parties will mitigate loss and continue undisputed performance during a dispute.
This agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction. A dispute first goes to the Steering Committee, then to the parties' managing directors, Eleanor Price and Tariq Mistry, and then to mediation in Birmingham before court proceedings, except for urgent injunctive relief. Amendments must be signed by both parties. Counterparts and electronic signatures are permitted.
Signatures
Signed for Fablegrove Learning Limited by Eleanor Price, Managing Director Signature: ____________________ Date: 12 January 2026
Signed for Orchard Meridian Media Limited by Tariq Mistry, Managing Director Signature: ____________________ Date: 12 January 2026