Partnership Agreement Generator

Generate detailed partnership agreements, joint venture contracts, and strategic alliance documents covering structure, roles, finances, IP, governance, and...

Generate comprehensive partnership agreements, joint venture frameworks, and strategic alliance documents for B2B relationships.

What This Skill Does

When the user needs a partnership agreement, joint venture contract, or strategic alliance framework, generate a complete document covering:

1. Partnership Structure — entity type, ownership splits, capital contributions
2. Roles & Responsibilities — decision authority matrix, management duties, voting rights
3. Financial Terms — profit/loss allocation, distribution schedule, capital calls, waterfall
4. IP & Confidentiality — NDA provisions, IP ownership, non-compete/non-solicit
5. Governance — meeting cadence, dispute resolution, deadlock mechanisms
6. Exit Provisions — buyout triggers, valuation methods, drag-along/tag-along, dissolution

Usage

User says: "Draft a partnership agreement for [scenario]"

Step 1: Gather Context

Ask for (or infer):

• Partner names and entity types
• Business purpose / scope
• Ownership split
• Capital contributions
• Duration (fixed term or perpetual)
• Jurisdiction (default: Delaware / England & Wales)

Step 2: Generate Agreement

Produce a complete framework with all 6 sections above. Include:

• Specific clause language (not just headers)
• Common protective provisions (ROFR, anti-dilution, key person)
• Tax considerations (pass-through vs entity-level)
• Sample schedules (capital accounts, distribution waterfall)

Step 3: Red Flag Review

Flag any terms that commonly cause disputes:

• Unequal voting vs ownership splits
• Vague IP assignment language
• Missing deadlock resolution
• No exit mechanism

Partnership Types Covered

Type	Use Case	Key Provisions
General Partnership	Small business, professional services	Unlimited liability, equal management
Limited Partnership	Investment vehicles, real estate	GP/LP structure, carried interest
LLC Operating Agreement	Most B2B partnerships	Flexible structure, liability protection
Joint Venture	Project-specific collaboration	Scope limits, term, wind-down
Strategic Alliance	Non-equity partnerships	Service levels, exclusivity, termination
Revenue Share	Channel/referral partnerships	Attribution, payment terms, minimums

Valuation Methods for Exits

• Book Value — simple but understates intangibles
• Fair Market Value — appraiser-determined, most common
• Formula-Based — revenue or EBITDA multiple (specify in agreement)
• Agreed Value — partners set annually, avoids disputes
• Discounted Cash Flow — most accurate, most expensive to compute

Common Mistakes to Flag

1. No written agreement at all (verbal partnerships = lawsuits)
2. 50/50 splits without deadlock mechanisms
3. Missing non-compete that lets partner clone the business
4. No capital call provisions (partner can't fund growth)
5. Vague "reasonable efforts" language without KPIs
6. Missing insurance requirements (D&O, E&O, key person)

Resources

• Full B2B context packs with partnership, legal, and compliance frameworks: https://afrexai-cto.github.io/context-packs/
• AI Revenue Calculator — quantify what partnerships should generate: https://afrexai-cto.github.io/ai-revenue-calculator/
• Agent Setup Wizard — deploy AI agents for contract management: https://afrexai-cto.github.io/agent-setup/