For many entrepreneurs, ending a collaboration agreement is not an easy decision. Collaborations often start with trust and shared ambitions, but can come under pressure in practice. When terms are repeatedly not met, communication breaks down or trust is lacking, the question arises: am I allowed to end the collaboration and what are the consequences?
This article explains when you can end a collaboration agreement, which legal routes are available, and how to limit damage and risks.
What is a collaboration agreement?
A collaboration agreement (also called a cooperation agreement) is a contract in which two or more parties set out arrangements for a joint venture or activity. This is common in, for example:
- entrepreneurs who start a VOF (vennootschap onder firma – Dutch general partnership);
- freelancers or self‑employed professionals (zzp’ers – zelfstandigen zonder personeel) who work together long‑term;
- commercial collaborations without a BV structure (BV – besloten vennootschap, the Dutch private limited company);
- project‑based collaborations.
The contract usually includes arrangements on duties, authorities, profit sharing, costs, decision‑making, and termination.
When does the desire to end a collaboration agreement arise?
The desire to end a collaboration agreement usually does not arise suddenly, but after recurring problems. Common warning signs include:
- agreements are not being complied with;
- one party contributes structurally less;
- differences of opinion about the direction of the collaboration;
- financial uncertainty or distrust;
- personal tensions affecting business.
Many entrepreneurs wait too long at this stage, hoping the situation will improve. That often increases the damage.
Ending a collaboration agreement: what does the contract say?
The first step in ending a collaboration agreement is to review the agreed terms. Pay particular attention to:
- termination by notice clauses (opzegbepalingen);
- grounds for rescission/dissolution (ontbindingsgronden);
- notice periods (opzegtermijnen);
- penalty or damages clauses;
- dispute resolution clauses.
Some contracts can be terminated relatively easily by notice, others only in the event of a shortcoming/breach (wanprestatie under Dutch law).
Rescission (ontbinding) or termination by notice (opzegging): what is the difference?
Rescission (ontbinding) of the collaboration agreement
Rescission is possible when the other party fails to perform its obligations. Examples include:
- not delivering agreed work;
- failing to meet financial obligations;
- structurally acting contrary to the terms agreed.
With rescission, the contract is ended due to breach of contract (wanprestatie). Often, a right to damages arises as well.
Termination by notice (opzegging) of the collaboration agreement
Termination by notice concerns ending the contract for the future. This is only possible if the contract allows it or if the principles of reasonableness and fairness (redelijkheid en billijkheid) permit it.
Careless termination by notice can lead to liability.
What if the other party does not comply with the agreements?
When a collaboration partner does not adhere to the agreed terms, there is often a breach of contract (wanprestatie). This can be a ground to end the collaboration agreement.
In many cases, it is wise to first:
- address the other party in writing;
- make clear which terms are not being complied with;
- allow a reasonable period to perform after all.
This strengthens your legal position if ending the agreement or bringing proceedings proves necessary.
Consequences of ending a collaboration
Ending a collaboration agreement has consequences for:
- ongoing obligations;
- allocation of revenues and costs;
- use of joint assets/resources;
- customers and suppliers;
- potential damage claims.
Careful winding‑up is essential to prevent further disputes.
Ending a collaboration agreement within a VOF
In a VOF, ending a collaboration is particularly sensitive. Partners (vennoten) are personally liable for the business’s debts.
A mismanaged exit can result in continued liability even after departure. Legal advice here is not a luxury but a necessity.
International collaborations
In international collaborations, additional questions may arise, such as which law applies and which court has jurisdiction.
General information on collaborating as an entrepreneur can be found at the Netherlands Chamber of Commerce (Kamer van Koophandel).
Common mistakes when ending a collaboration agreement
- terminating too quickly or carelessly;
- not taking notice periods into account;
- letting emotions take over;
- failing to record evidence;
- litigating without a strategy.
How can Arslan Advocaten help you?
Arslan Advocaten guides entrepreneurs in ending collaboration agreements. We analyse your position, advise on the right route, and assist with negotiations or legal proceedings.
Read more about our expertise in business law, our experience with disputes with business partners and termination of a VOF (general partnership).
Costs and litigation funding in collaboration disputes
In disputes about ending a collaboration agreement, we generally do not work on the basis of free legal aid (kosteloze juridische bijstand). Such cases require a careful legal approach.
However, this does not mean you must bear these costs yourself. In many business disputes, it is possible to make use of litigation funding (procesfinanciering).
We work with an independent litigation funder who—after a substantive assessment of your case—may decide to pay all litigation costs. This includes, among other things:
- lawyer’s fees;
- the court fees (griffierecht);
- any expert fees;
- costs on appeal (hoger beroep).
If litigation funding is granted, you as the client do not have to pay these costs yourself. The funder bears the financial risk.
The litigation funder receives a fee only in the event of a positive outcome. For you, this means litigation may be possible without having to incur costs upfront or during the proceedings.
About the author
This article was written by Onur Arslan, lawyer and founder of Arslan Advocaten. He specialises in business disputes, including disputes about collaborations and VOF structures.
Would you like to discuss whether and how you can legally end your collaboration?
👉 View Onur Arslan’s profile and get in touch directly.
Read also
- Bankruptcy and the lease agreement: what happens to your business premises?
- International commercial disputes: legal solutions for entrepreneurs
- Personal liability in a VOF: what are the risks for partners?
Frequently asked questions
When can I end my collaboration agreement?
You can end a collaboration agreement if terms are not being met, there is a breach of contract (wanprestatie), or there are structural issues such as loss of trust or financial uncertainty. It is important to check the contract terms, such as notice periods and grounds for rescission.
What is the difference between rescission (ontbinding) and termination by notice (opzegging)?
Rescission is due to breach and ends the contract immediately, whereas termination by notice generally operates for the future and is only possible if the contract permits it or under the principles of reasonableness and fairness (redelijkheid en billijkheid). Care is essential to avoid liability.
What should I do if my partner does not adhere to the agreements?
In case of non‑performance there may be a breach (wanprestatie), which can be grounds to rescind the contract or claim damages. It is wise to first review the contract terms and consider obtaining legal advice.
What risks do I run when ending a collaboration agreement?
Risks can include liability for damages, failure to observe notice periods, and potential disputes over termination. Following the correct procedures and seeking legal help is therefore important.
