Partnerships

Partnership Agreement Essentials: What Business Partners Must Agree On

January 24, 20269 min read

More partnerships fail due to misaligned expectations than business problems. A clear partnership agreement prevents the "I thought we agreed..." conversations that destroy relationships and companies. Here's what every partnership agreement must cover.

The Must-Have Terms

1. Ownership & Equity Split

Who owns what percentage? Is it 50/50 or based on contributions? How is equity calculated if someone joins later?

2. Capital Contributions

How much is each partner investing—money, IP, or sweat equity? What happens if more capital is needed?

3. Roles & Responsibilities

Who handles what? Sales, operations, product, finance? Clear divisions prevent stepping on toes.

4. Decision-Making Authority

What decisions require unanimous consent? What can individuals decide alone? What's the tiebreaker mechanism?

5. Profit & Loss Distribution

How are profits shared? Same as equity split or different? How are losses allocated?

6. Salaries & Draws

Will partners take salaries? How much? Can partners take draws against profits?

7. Exit & Buyout Provisions

What happens if a partner wants out? How is their share valued? Right of first refusal for remaining partners?

8. Death & Disability

What happens to a partner's share if they die or become disabled? Life insurance buyouts are common.

9. Non-Compete & Non-Solicitation

Can a departing partner start a competing business? Hire away employees?

10. Dispute Resolution

Mediation before litigation? Arbitration clauses? Having a process prevents court battles.

Common Partnership Agreement Mistakes

  • No vesting: Partners should earn their equity over time (4-year vesting is standard)
  • 50/50 with no tiebreaker: Recipe for deadlock
  • Handshake deals: "We're friends, we don't need a contract" precedes most partnership lawsuits
  • No exit mechanism: People's lives change; there must be a way out

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