Tripartite Agreement Template

Use this tripartite agreement sample to form a written agreement when three parties are involved. You can download it and use it to:

• Customize it to clarify a transaction between three stakeholders.
• Name the stakeholders and set agreement parameters, including the start date and how to proceed with amendments.
• Outline the rights, responsibilities, and risks of each party.
• Seek agreement and signatures from all parties to cement enforceable obligations.

Who It’s For

This tripartite agreement template has many uses. It’s flexible and editable, which means you can add and remove elements to suit your project and purpose. Since a common agreement between three parties involves a financier, a buyer, and a seller, the agreement sample covers those details.

While it’s set up for a client, a customer, and the bank acting as guarantor, this legal contract is also useful for projects involving:

• Agreements between a contractor, subcontractor, and project owner.
• Licence and support commitments between a software vendor, client, and reseller.
• Three parties who are confirming a non-disclosure agreement (NDA).
• Three parties who are confirming a non-compete agreement.
• International employment arrangements between an employer, an employee, and an employer of record.
• Employment transitions between the parent company, subsidiary, and employees.
• Hiring arrangements between a client company, a Professional Employer Organization, and an employee.

What’s Included in the Tripartite Agreement Sample

This free tripartite agreement template is structured in a way to cover all of the essential points to form a binding agreement. It includes:

• A clause to name the parties in the agreement and its effective start date.
• A recitals clause to introduce the background, context, and purpose of the agreement.
• A covenant’s clause sets out the legally binding aspects of the agreement, including affirmative and restrictive covenants
• Terms for the lengths of the agreement.
• Terms regarding termination of the agreement, including notice period.
• Terms regarding any conflicts with other contracts, terms, or agreements.

How to Write Your Tripartite Agreement

This tripartite agreement sample is a starting point, ready for you to make your mark. If you’re not using it for a client, contractor, or bank agreement, then you’ll need to make more adjustments to the recitals and covenant clauses. Here’s what to consider:

1. Adapt the recitals

This clause is your opportunity to spell out what the agreement is for. It’s often necessary to explain the background and context for each party. Depending on the type of agreement, you’ll need to use this space to explain the funds being provided, the reason for a non-compete or NDA, or the relationship between the three parties.

You might find it necessary to refer to additional documents, which you’ll need to make available with the agreement. Those could include a Letter of Credit or an employment contract.

2. Covenants regarding payment

When you customize this clause, pay attention to the details around the transfer of funds, if that is involved. The covenant should mention specific details around the payment mechanics. That can include who sends the invoices and who they’re sent to, when funds are due, and what happens when one party fails to pay.

You might also need to address fees, who’s responsible for paying them, credits, and pass-through charges.

3. Restrictive or affirmative covenants

Also known as negative and positive covenants, there’s room in this agreement template for you to add both kinds. For example, a restrictive covenant you might want to add in a non-compete agreement would set out time periods after leaving when certain parties cannot start a rival business.

You can also add positive covenants. For example, in an agreement about software rights, the covenant could instruct the vendor to grant the licence to the reseller.

4. Change control and dispute resolution

After listing the main covenants, you can customize the agreement to include specific terms around change control. These set out how changes to the agreement are requested, who approves and authorizes them, and how any associated costs are dealt with.

Another term that you may want to include in the covenants is a section covering dispute resolution. To avoid expensive litigation, it’s worth defining the process for handling disagreements, including escalation and mediation.

5. Legal terms and conditions

Depending on who the agreement is between, you might need to adjust the legal terms and conditions. It’s worth discussing these points with your counsel. Potential additions include points covering data protection, intellectual property ownership, liability, and indemnities.

Documents Often Used Alongside a Tripartite Agreement

• Non‑Disclosure Agreement (NDA): Use it to protect confidential details while the three parties negotiate terms, share financials, or review obligations. It keeps sensitive info safe before you sign the tripartite agreement.
• Memorandum of Agreement (MOA): Consider an MOA to outline roles, timelines, and responsibilities at a high level while you work toward the final tripartite agreement. It helps align expectations and tasks early.
• Share Transfer Agreement: If the tripartite structure involves a change in ownership (e.g., one party’s shares moving to another), use a share transfer agreement to document the actual transfer in sync with the three‑party obligations.