How to Review a Co-Marketing Agreement (2026 Checklist)

A co-marketing agreement is how two companies run a marketing activity together: a joint webinar, a shared report, a bundled promotion, an integration launch. Each keeps its own brand, but they share audiences, content, costs and sometimes leads. Reviewing one well means being precise about what each side will do, how each brand may be used, who approves what goes out, how shared data is handled, and who is liable if a claim or a campaign goes wrong. These agreements look light, so the risk of loose drafting is high. This is general guidance, not legal advice. ## The fast answer: what to check first Check four things first. What exactly is each party committing to do (and by when). How may each party use the other's brand, and who approves public materials. How are shared leads and personal data handled. Who is liable for the content and claims each party contributes. Loose answers to any of these turn a friendly campaign into a dispute. ## Clause-by-clause review checklist ### Scope and deliverables of the campaign List the activities, each party's specific contributions, the timeline and the channels. "The parties will promote each other" is not a scope. Name the webinar, the asset, the email sends, the landing pages, and who produces each. Include what is out of scope so expectations do not drift. ### Trademark and brand licence Each party is granting the other a limited licence to use its name, logo and marks for this campaign only. Check it is non-exclusive, limited to the campaign and term, and subject to the owner's brand guidelines and approval. Make sure it ends when the campaign ends, and that neither party registers domains, handles or marks using the other's brand. ### Approvals and brand control There should be a clear approval step: materials that feature a party's brand are approved by that party before publication, within a stated time so approvals do not stall the campaign. Decide whether silence counts as approval and, if so, set a sensible window. ### Content ownership and licences Say who owns jointly created content and who may reuse it after the campaign. A common position is each party owns its own contributions and grants the other a licence to use the joint asset during and sometimes after the term. Flag any third-party or stock material and confirm it is cleared for this use. ### Lead sharing and data protection If leads or contact lists are shared, this is personal data. Check the agreement says who is controller of what, the lawful basis and consent for contacting shared leads, the permitted uses, and the security and deletion terms. Where required, attach data-protection terms. Do not treat a shared lead list as a free-for-all; misuse here creates real regulatory exposure. ### Advertising claims and disclosures Each party is usually responsible for the accuracy of the claims it supplies, and both should commit to following advertising law and disclosure rules (for example the FTC Endorsement Guides in the US and comparable standards elsewhere) for endorsements, testimonials and paid promotion. Build in a duty to disclose material connections and to substantiate claims. ### Costs, revenue and leads split Set out who pays for what (production, media spend, platform fees), how shared costs are split, and how any leads, sign-ups or revenue are shared and measured. Ambiguity here is the most common source of friction after the campaign runs. ### Exclusivity and non-compete Check whether either party is restricted from running a similar campaign with a competitor during the term. Exclusivity can be reasonable but should be narrow and time-limited; a broad exclusivity can block your wider marketing. ### Term, termination and wind-down Check the term, how either party can exit, and what happens to live materials and shared data on termination: stop using the other's brand, take down joint content or leave it up, and delete or return shared leads. ### Liability, indemnity and warranties Each party should warrant it has the rights to the content and brand it contributes and indemnify the other for claims arising from its own content, products or breaches. Check how liability is capped and which breaches (brand misuse, data breaches, IP infringement) sit outside the cap. ## Red flags to push back on An open-ended brand licence with no approval right or end date. No data-protection terms for shared leads. Joint content with no agreed owner or reuse rights. One party carrying liability for the other's claims. Broad exclusivity that blocks your other marketing. No cost or lead split, just "to be agreed later". ## How the law changes by jurisdiction Contract law is national, so the same words do not behave the same everywhere. In common-law systems (India, the UK, Singapore, Australia, the US) courts lean on the written terms and read ambiguity against the drafter. Governing-law and jurisdiction clauses decide which country's rules apply and where disputes are heard; check they match where the parties and the assets actually are. In India, stamp duty and, for many instruments, registration are live concerns, and the Indian Contract Act 1872 governs formation. In the US, state law varies and the Uniform Commercial Code may apply where goods are involved. Across the EU and UK, data and consumer rules add mandatory terms you cannot contract out of. When in doubt, take local advice; this page is general information, not legal advice. ## A simple review workflow Pin down scope and each party's contributions first, then brand use and approvals, then data sharing, then money and leads, then liability. Loop in marketing for the deliverables and the data owner for the lead-sharing terms. Keep an issues list with clause reference, risk and proposed change, and make sure the brand and data clauses match your own guidelines and privacy notices. ## One workspace for drafting, review and tracking Everything above is work you can do by hand: read the draft, mark the risky positions, line up your redlines, remember the dates. The friction is rarely the reading. It is that the draft, the comments, the versions, the signed copy and the renewal date usually live in five different places. The simple idea behind an AI contract workspace is to keep that work together: draft from your own catalogue, see each clause flagged favourable, neutral or unfavourable to you, edit clauses in plain English and get a clean diff, keep a live activity timeline so every version is traceable, and track key dates and obligations so renewals and notices do not slip. Adira is one such workspace, built on Anthropic's Claude and tuned to how your company contracts. It is India-first today; deeper support for other jurisdictions and a single legal health pane (the Company Command Centre) are on the roadmap. None of that replaces legal advice on a specific deal. It just means the review you ran once does not have to be rebuilt from scratch next quarter.