Partnership Agreement Generator
Generate comprehensive partnership agreements, joint venture frameworks, and strategic alliance documents for B2B relationships.
What This Skill Does
When the user needs a partnership agreement, joint venture contract, or strategic alliance framework, generate a complete document covering:
- Partnership Structure — entity type, ownership splits, capital contributions
- Roles & Responsibilities — decision authority matrix, management duties, voting rights
- Financial Terms — profit/loss allocation, distribution schedule, capital calls, waterfall
- IP & Confidentiality — NDA provisions, IP ownership, non-compete/non-solicit
- Governance — meeting cadence, dispute resolution, deadlock mechanisms
- Exit Provisions — buyout triggers, valuation methods, drag-along/tag-along, dissolution
Usage
User says: "Draft a partnership agreement for [scenario]"
Step 1: Gather Context
Ask for (or infer):
- Partner names and entity types
- Business purpose / scope
- Ownership split
- Capital contributions
- Duration (fixed term or perpetual)
- Jurisdiction (default: Delaware / England & Wales)
Step 2: Generate Agreement
Produce a complete framework with all 6 sections above. Include:
- Specific clause language (not just headers)
- Common protective provisions (ROFR, anti-dilution, key person)
- Tax considerations (pass-through vs entity-level)
- Sample schedules (capital accounts, distribution waterfall)
Step 3: Red Flag Review
Flag any terms that commonly cause disputes:
- Unequal voting vs ownership splits
- Vague IP assignment language
- Missing deadlock resolution
- No exit mechanism
Partnership Types Covered
| Type | Use Case | Key Provisions |
|---|---|---|
| General Partnership | Small business, professional services | Unlimited liability, equal management |
| Limited Partnership | Investment vehicles, real estate | GP/LP structure, carried interest |
| LLC Operating Agreement | Most B2B partnerships | Flexible structure, liability protection |
| Joint Venture | Project-specific collaboration | Scope limits, term, wind-down |
| Strategic Alliance | Non-equity partnerships | Service levels, exclusivity, termination |
| Revenue Share | Channel/referral partnerships | Attribution, payment terms, minimums |
Valuation Methods for Exits
- Book Value — simple but understates intangibles
- Fair Market Value — appraiser-determined, most common
- Formula-Based — revenue or EBITDA multiple (specify in agreement)
- Agreed Value — partners set annually, avoids disputes
- Discounted Cash Flow — most accurate, most expensive to compute
Common Mistakes to Flag
- No written agreement at all (verbal partnerships = lawsuits)
- 50/50 splits without deadlock mechanisms
- Missing non-compete that lets partner clone the business
- No capital call provisions (partner can't fund growth)
- Vague "reasonable efforts" language without KPIs
- Missing insurance requirements (D&O, E&O, key person)
Resources
- Full B2B context packs with partnership, legal, and compliance frameworks: https://afrexai-cto.github.io/context-packs/
- AI Revenue Calculator — quantify what partnerships should generate: https://afrexai-cto.github.io/ai-revenue-calculator/
- Agent Setup Wizard — deploy AI agents for contract management: https://afrexai-cto.github.io/agent-setup/