Consultant

Legal consultations 24/7

Open
image

Legal drafting of a partnership agreement for an online tutoring startup

Greetings 👋

My name is Alexander, I am your personal manager. Let me help you!

image
image
img
PREMIUM 1.43
advertisement
Srivastava Ann
Lawyer
USA / Los Angeles
Srivastava Ann

i

Reading time: 6 minutes Total views: 4
Rate:
0
Publication date: 01.07.2025

The key areas of law in which I work are cross-border contract law, compliance with international business legislation, legal support for IT companies, and legal protection of businesses in different countries.

Initial Context:

 


Two co-founders of an online education startup approached me. The company specializes in personalized tutoring via a digital platform. One acted as the primary investor, contributing $20,000 to the business, while the other was the technical co-founder, offering his time, skills, and code as sweat equity.

img

The parties aimed to create a legally binding agreement that would clearly define the terms of partnership, intellectual property rights, obligations, decision-making mechanisms, and exit scenarios. 

 

However, the situation was complicated by several critical factors:

 

  • Complex equity structure: it was necessary to properly allocate equity, considering asymmetric contributions—financial from one partner and technical from the other.
  • Legal risks: mechanisms were needed to protect against data leakage, competition, and disputes over code and IP ownership.
  • Unequal positions: one party contributed significant capital, while the other only committed to future technical delivery, potentially upsetting the balance of interests.
  • Lack of defined roles and exit scenarios: which was critical for an early-stage startup, especially in a volatile market.

The Solution:

I developed a comprehensive Founders Agreement to ensure legal stability, protect the investor’s interests, and motivate the technical co-founder. Key components included:

🔹 Asymmetric equity with vesting schedule:
I allocated 27.5% equity to the technical co-founder with a 1-year cliff (no vesting if they exit early) and a 4-year vesting schedule. This protects the founder’s investment, encourages long-term commitment, and ties equity to actual contribution.

🔹 Decision-making hierarchy:
All major business decisions remain with the Founder, while the Co-founder has veto rights for technical implementation. This avoids deadlocks in critical matters while maintaining balance.

🔹 Balanced IP ownership:
All pre-existing IP (code, algorithms, designs) remains the property of each founder. However, all new work created during company operations automatically belongs to the company, with no right to reuse in outside projects.

🔹 Legal protection mechanisms:
I included clauses on confidentiality, non-compete for 2 years, non-disparagement, and penalty mechanisms for violations, including automatic loss of unvested equity or damage compensation.

🔹 Exit structure:
Various exit scenarios were provided—voluntary, forced, or mutual. Each included fair market valuation of equity with buyout rights by the company or partner.

🔹 Operational clarity:
Roles were defined: Founder manages finance, marketing, and strategy; Co-founder handles tech development, support, and product growth. Provisions allow reallocation of responsibilities as the team evolves or expands.

 

The Result:

The agreement I created became the legal foundation for the partnership. It not only protected the investor’s capital but also motivated the technical Co-founder to remain committed for at least 4 years.

Key achievements:

  1. Balanced both parties’ interests despite unequal contributions.
  2. Established a clear decision-making process to respond quickly to challenges.
  3. Defined transparent exit and equity transfer rules to avoid future legal confusion.
  4. Prevented IP from being transferred to external projects—ensuring full company control.

 

Conclusion

This case shows how a well-structured legal agreement between founders can protect a startup from internal conflicts, financial loss, and IP disputes. The key innovation was that I balanced unequal contributions with asymmetric voting rights and equity terms, while still respecting the principles of partnership. As a result, the collaboration started on fair, effective, and legally secure terms.

 

image
Top 10

PRO consultants

All consultants
PREMIUM 2.39 Топ 1
image

Dubograev Dmitry

Lawyer USA / Virginia
і
PREMIUM 1.91 Топ 2
image

Romanov Vitalii

Lawyer USA / Miami
і
PREMIUM 1.43 Топ 3
image

Srivastava Ann

Lawyer USA / Los Angeles
і
PREMIUM 1.43 Топ 4
image

Kora Lina

Lawyer USA / California
і
PREMIUM 1.43 Топ 5
image

Umerov Enver

Lawyer USA / Florida
і
PREMIUM 1.43 Топ 6
image

Солодов Андрей

Lawyer USA / Tampa
і
PREMIUM 1.43 Топ 7
image

Sabitov Rafis

Consultant USA / Illinois
і
PREMIUM 1.43 Топ 8
image

Naskavets Dmitry

Paralegal USA / New York
і
PREMIUM 1.43 Топ 9
image

Khidoyatov Miraziz

Lawyer USA / New York
і
PREMIUM 1.43 Топ 10
image

Lukecha Iryna

Consultant USA / North Carolina
і

We verify each specialist who signs up for our service and ensure the high quality of our services.
CONSULTANT - is a clear and largest ranking of lawyers and attorneys so that everyone can choose the best specialist in the right place and at the right time.

The rating of lawyers is formed on the basis of positively completed orders, your feedback, ratings
and comments. The rating cannot be bought: it is formed exclusively by users. TTherefore, if you need services, advice or preparation of documents from the best lawyers and attorneys - you can confidently trust our specialists!

image
It could be interesting

Similar services and articles

image
Calculate

Service cost

  • Are you currently in the USA?
  • Is your question related to migration?
  • Are you currently physically present in the USA?
  • Have you previously consulted with other lawyers regarding your legal issue?
  • Is your legal inquiry related to a criminal case?
  • Is the support in obtaining US citizenship relevant?
  • Are you looking for a lawyer to represent your interests in US courts?

Cookies And Privacy

We use our own and third-party cookies to personalize content and to analyze web traffic.