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Startup Partnership Agreement
"I need a Startup Partnership Agreement for a Nigerian fintech venture between three partners: two technical co-founders contributing software IP and one business co-founder contributing initial capital of 50M Naira, with plans to seek Series A funding by March 2025."
1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and brief description of the startup business
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, business name, and registered address
5. Purpose and Scope: Detailed description of the business purpose and scope of partnership activities
6. Capital Contributions: Initial and ongoing capital contributions of each partner, including valuation of non-cash contributions
7. Ownership and Profit Sharing: Partnership interests, profit/loss allocation, and distribution policies
8. Management and Decision Making: Governance structure, voting rights, and decision-making processes
9. Roles and Responsibilities: Specific duties and responsibilities of each partner
10. Intellectual Property: Ownership and protection of IP, including pre-existing IP and newly developed IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competitive activities during and after partnership
13. Term and Termination: Duration of partnership and circumstances for termination
14. Exit Provisions: Procedures for partner exit, including voluntary departure and removal
15. Dispute Resolution: Process for resolving disputes between partners
16. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Future Funding: Terms for raising additional capital and admitting new investors - include if future fundraising is anticipated
2. Technology Transfer: Provisions for technology licensing and transfer - include if significant technical IP is involved
3. International Operations: Provisions for international business activities - include if planning to operate internationally
4. Employee Stock Option Pool: Structure and management of employee equity incentives - include if planning to offer equity to employees
5. Advisory Board: Structure and role of advisory board - include if planning to have formal advisors
6. Founder Vesting: Vesting schedule for founder equity - include if partners want to ensure long-term commitment
7. Social Media and Public Relations: Policies for public communications - include if public presence is significant to business
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Business Plan: Initial business plan and financial projections
3. Schedule C - IP Register: List of all intellectual property owned by or licensed to the partnership
4. Schedule D - Partner Contact Details: Complete contact information for all partners
5. Schedule E - Prohibited Activities: Specific list of restricted competitive activities
6. Appendix 1 - Voting Procedures: Detailed procedures for partner voting and decision-making
7. Appendix 2 - Valuation Methodology: Agreed methods for valuing partnership interests
8. Appendix 3 - Transfer Procedures: Detailed procedures for transferring partnership interests
Authors
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Effective Date
Encumbrance
Financial Year
Force Majeure
Founding Partners
Initial Capital
Intellectual Property Rights
Key Performance Indicators
Management Committee
Material Breach
Net Profit
Partnership
Partnership Interest
Partnership Property
Pre-existing IP
Profit Share
Restricted Business
Share
Startup
Technology
Term
Territory
Third Party
Transfer
Valuation
Vesting Period
Working Capital
Exit Event
Fair Market Value
Governing Law
Insolvency Event
Operating Expenses
Qualified Exit
Reserved Matters
Tag-Along Rights
Drag-Along Rights
New Business Opportunity
Deadlock
Good Leaver
Bad Leaver
Founder Vesting Schedule
Partnership Formation
Duration
Business Purpose
Capital Contributions
Ownership Structure
Profit and Loss Sharing
Management Rights
Voting Rights
Partner Responsibilities
Decision Making
Reserved Matters
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Technology Transfer
Financial Management
Banking Arrangements
Accounting and Records
Partner Meetings
Founder Vesting
Future Funding
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Good Leaver/Bad Leaver
Death or Incapacity
Valuation
Dispute Resolution
Force Majeure
Termination
Partner Removal
Assignment
Notices
Amendments
Governing Law
Severability
Entire Agreement
Further Assurance
Technology
E-commerce
Financial Technology
Healthcare Technology
Renewable Energy
Agricultural Technology
Educational Technology
Digital Media
Software Development
Biotechnology
Logistics and Transportation
Manufacturing
Professional Services
Retail Innovation
Clean Technology
Legal
Executive Leadership
Corporate Development
Finance
Operations
Compliance
Risk Management
Business Development
Innovation
Strategy
Founder
Co-Founder
CEO
CTO
CFO
COO
Legal Counsel
Corporate Lawyer
Business Development Manager
Innovation Director
Partnership Manager
Investment Manager
Startup Advisor
Company Secretary
Risk Manager
Compliance Officer
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