Partnership Agreement Playbook

A good partnership agreement prepares for the worst while hoping for the best.

2
Critical Red Flags
3
Warning Signs
6
Protections to Ask For
4 min
Estimated Skim Time
Quick Jump
Biggest Trap in Partnership Agreement Contracts

Sweat Equity vs Cash

Time contribution valued differently than cash investment, causing disputes

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The 3 most important things to check first

1

No Exit Strategy

No buy-sell agreement or process for partner departure.

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2

Unequal Fiduciary Duties

Not all partners held to same standards of loyalty and care.

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Critical Red Flags

Requires immediate attention
critical

What to Watch For

Common red flags we find in these contracts

No Exit Strategy

Critical

No buy-sell agreement or process for partner departure.

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Warning Signs

Review carefully
warning

What to Watch For

Common red flags we find in these contracts

Personal Guarantee Without Limits

Warning

Partners personally liable for all partnership debts.

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What to Ask For

Must-Have Protections

Checklist of protections your contract should include

Essential (Must Have)

Capital contribution schedule

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What's Fair

Industry Benchmarks

What is normal vs. what should raise concerns

Metric
Industry Standard
Red Flag
Vesting period
4 years with 1-year cliff
Immediate
Buyout valuation
Fair market value
Book value only
Deadlock resolution
Mediation then buyout
None
Dissolution triggers
Defined events
Not specified
Unlock benchmark values

Benchmarks based on industry standards. Individual contracts may vary based on specific circumstances.

Negotiation Scripts

Negotiation Tips

2 scripts available

Copy-paste scripts for common negotiation scenarios

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Scenario

No buy-sell agreement

"I think we should add a buy-sell provision to plan for the unexpected. This prot..."

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Scenario

50/50 split with no tiebreaker

"While I value equal partnership, 50/50 splits can create deadlocks. Could we agr..."

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Get ready-to-use, copy-paste negotiation scripts crafted by legal experts. Just paste into an email or use in conversation.

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Common Traps

Common Traps

Sneaky clauses that often catch people off guard

Sweat Equity vs Cash

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Learn about all the sneaky clauses that catch people off guard, with detailed explanations and exactly what to clarify.

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