Partnership Agreement — Why You Need It and What Matters
A partnership agreement isn't a formality — it's an instruction manual for collaboration. It transforms verbal understandings into clear rules: who's responsible for what, how decisions are made, profit sharing, and exit procedures. A good agreement preserves relationships and money — saving nerves in disputes.
What Should Be Included?
- Ownership Structure. Partner roles, ownership percentages, contributions (cash, assets, labor, contacts).
- Profit/Loss Distribution. By ownership or special arrangement — including tax considerations.
- Management and Voting. Who manages, quorum requirements, unanimous consent matters.
- Partner Duties. Specific responsibilities, authority limits, actions requiring consent.
- Funding. Additional contribution procedures, capital call obligations.
- IP and Assets. Rights to products, brand and technology management.
- Confidentiality and Non-competition. Information disclosure limits and competing activities.
- Termination and Exit. Partner withdrawal conditions, valuation methods, buyout procedures.
- Ownership Transfer. Right of first refusal, new partner approval.
- Dispute Resolution. Arbitration/court, governing law, conflict cost allocation.
- Dissolution. Partnership termination conditions and asset distribution.
Exit and Transfer — Make It Fair and Predictable
Clearly define: valuation methods (formula or external appraiser), buyout timelines, payment sources (annuity, installment). This prevents disputes and avoids business paralysis from unexpected partner departures.
Corporate Discipline and Trust
The agreement serves as a control tool: reporting obligations, audit rights, account access. Transparent reporting reduces stress and builds trust between partners and investors.
Practical Tips — Making the Agreement Work for Business
- Specify concrete duties: "develop sales" → "achieve $X MRR within Y months".
- Define ownership valuation mechanisms — numbers matter more than words.
- Include "soft" exit options: installment buyouts, mandatory notice periods.
- Limit non-competition reasonably: time and geographic scope enforceable in court.
- Add force majeure and procedures for partner death/incapacity.
SummaryA partnership agreement transforms relationships into predictable systems. It reduces conflict risks, protects the business, and accelerates decision-making. The earlier it's formalized — the easier to grow, attract investors, and eventually sell the business.