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Partnership Agreement Generator

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

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Partnership Agreement Generator

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

TypeUse CaseKey Provisions
General PartnershipSmall business, professional servicesUnlimited liability, equal management
Limited PartnershipInvestment vehicles, real estateGP/LP structure, carried interest
LLC Operating AgreementMost B2B partnershipsFlexible structure, liability protection
Joint VentureProject-specific collaborationScope limits, term, wind-down
Strategic AllianceNon-equity partnershipsService levels, exclusivity, termination
Revenue ShareChannel/referral partnershipsAttribution, 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