Co-selling agreement template and guide

Why you need a co-selling agreement

Most first partner mapping sessions stall for the same reason: someone on one side asks "wait — are we allowed to share customer names?" and the conversation moves to legal for six weeks.

A lightweight co-selling agreement solves this upfront. It defines what data can be shared, how it can be used, who owns each deal, and how you split credit — so the mapping session, joint pitches, and pipeline reporting can move without ad-hoc legal reviews.

This guide walks through the sections a good co-selling agreement includes, why each one matters, and gives you a template you can adapt.

The core sections

1. Parties and scope

Name both companies, the effective date, and the scope of the co-sell motion. Keep it narrow — one motion, one target segment, one geography if relevant. Broad agreements take longer to sign and cover less useful ground.

2. Definitions

Define the terms you'll reuse: Shared Account, Sourced Opportunity, Influenced Opportunity, Customer Data, Confidential Information. Vague definitions cause every disagreement later.

3. Data sharing and privacy

This is the section that usually blocks first mapping sessions. Cover:

• What data is shared — typically account names, domains, and (optionally) opportunity stage. Not full contact records, not deal amounts unless both sides agree.
• How it's shared — via a privacy-first tool that reveals only the accounts both sides have, never the full customer list.
• How it's used — for joint go-to-market activity only, not for competitive analysis, prospecting non-shared accounts, or training internal models.
• Retention and deletion — how long shared data can be kept and how deletion is handled at termination.

If you use a tool that only exposes matched rows (non-matching accounts are never revealed), this section becomes much simpler — you're not handing over your customer list.

4. Deal ownership and credit

Define who owns the account, who leads the deal, and how credit is split. A simple three-tier model works well:

• Sourced — the partner introduced the opportunity.
• Influenced — the partner materially advanced an existing opportunity.
• Neutral — neither side contributed; no credit.

Write down what counts as "materially advanced" — a joint call, a technical validation, an executive intro. Ambiguity here poisons quarterly reviews.

5. Commercial terms

Most co-sell (as opposed to reseller) agreements don't involve money changing hands. If they do — referral fees, revenue share, MDF — spell out amounts, triggers, and payment terms. Otherwise state clearly that no fees are payable and each party sells under its own contract.

6. Confidentiality

A standard mutual NDA clause covering exchanged information — customer data, pipeline, product roadmap discussed in joint planning. Reference or attach an existing MNDA if you have one.

7. Term and termination

A 12-month initial term with 30-day termination for convenience works for most co-sell agreements. On termination, both sides delete shared data and stop using the other's marks. Existing joint deals continue under the terms in force when the deal was created.

8. Marketing use

Logo rights, joint case studies, press releases. Default to mutual approval before public use, and revoke on termination.

9. Standard legal boilerplate

Governing law, dispute resolution, assignment, entire-agreement, and notices. Your legal team owns this.

A short co-selling agreement template

The full template below is a starting point. Have your legal counsel review before signing.

CO-SELLING AGREEMENT

This Co-Selling Agreement ("Agreement") is entered into on [DATE] between
[COMPANY A] and [COMPANY B] (each a "Party").

1. SCOPE
The Parties will collaborate on co-selling activities targeting
[SEGMENT / GEOGRAPHY], including account mapping, joint outreach,
and coordinated sales motion on Shared Accounts.

2. DEFINITIONS
"Shared Account" means an account that appears on both Parties' account
lists as confirmed through the account mapping process.
"Sourced Opportunity" means an opportunity introduced by one Party to
the other where no prior opportunity existed.
"Influenced Opportunity" means an opportunity in which one Party
materially contributed to the advancement of an existing opportunity
of the other Party.

3. DATA SHARING
The Parties will share account lists solely via a privacy-preserving
account-mapping tool that reveals only Shared Accounts. Non-matching
accounts remain confidential and are not disclosed to the other Party.
Shared Account data may be used only for joint go-to-market activity
under this Agreement and may not be used for competitive analysis,
prospecting non-shared accounts, or training internal models.

4. DEAL OWNERSHIP AND CREDIT
Each Party sells under its own contracts with its own customers.
Opportunities will be classified as Sourced, Influenced, or Neutral
based on the criteria in Exhibit A. Credit is reported for internal
tracking; no fees are payable between the Parties unless separately
agreed in writing.

5. CONFIDENTIALITY
Each Party will protect the other's Confidential Information with the
same degree of care it uses for its own, and will not disclose it to
any third party without prior written consent.

6. TERM AND TERMINATION
The initial term is 12 months, automatically renewing for successive
12-month terms. Either Party may terminate for convenience on 30 days'
written notice. Upon termination, each Party will delete Shared
Account data received from the other, except as required to complete
open joint opportunities in progress at the time of termination.

7. MARKETING
Neither Party will use the other's name, logo, or marks in public
communications without prior written approval.

8. GENERAL
This Agreement is governed by the laws of [JURISDICTION]. It
constitutes the entire agreement on this subject and supersedes any
prior discussions. Neither Party may assign this Agreement without
the other's consent.

SIGNED
[COMPANY A]                       [COMPANY B]
Name / Title / Date               Name / Title / Date

Common mistakes to avoid

• Making it too broad. A single-motion, single-segment agreement gets signed in a week. A universal partnership contract takes six months.
• Requiring full customer-list exchange. You don't need to. Privacy-first mapping shares only matches — and your data-sharing clause gets much shorter as a result.
• Ambiguous credit rules. Define Sourced vs Influenced with concrete examples, or every QBR turns into a debate.
• No termination-data clause. Always specify what happens to shared data when the agreement ends.

Where the agreement plugs into the workflow

A typical first joint motion looks like this:

1. Sign the co-selling agreement (this doc) — 1 week.
2. Run privacy-first account mapping — 1 hour, no CRM integration.
3. Prioritize top 10–20 Shared Accounts — 1 working session.
4. Connect the account owners on each side and run coordinated outreach.
5. Track Sourced and Influenced pipeline using the definitions in the agreement.

The agreement is what unblocks step 2 — everything downstream is execution.

OnlyCommon is built for exactly this workflow: privacy-first, no-integration account mapping where non-matching customers are never revealed. That makes the data-sharing section of your co-selling agreement short — and your first mapping session possible today. Map a partner free.

FAQ

Do we need a full contract, or is an MOU enough? For low-risk co-sell (no money changing hands, no reseller motion), a short 2–3 page agreement is usually enough. Add a full contract when there are fees, resell rights, or exclusivity.

Can we start mapping accounts before signing? With a privacy-first tool that only reveals matched accounts, many teams start mapping under an existing mutual NDA and finalize the co-sell agreement in parallel. Check with your legal counsel.

How is a co-selling agreement different from a reseller agreement? Co-sell means each party sells its own product under its own contracts and coordinates on shared accounts. Reseller means one party sells the other's product under its own paper, usually with fees or margins. They can be combined but the terms differ significantly.