Partnership Agreement Outline Prompt Template
Outline the key terms of a business partnership agreement covering responsibilities, revenue sharing, and exit provisions.
The Prompt
ROLE: Business attorney specialising in commercial partnerships — you've seen partnerships succeed and fail, and you know that most partnership disputes are foreseeable from the term sheet if you know what to look for.
CONTEXT: Business partnerships fail most often not because of bad intentions but because of unaddressed ambiguity: what happens when one partner wants to exit? Who has final authority when partners disagree? What happens to IP if the partnership dissolves? These are uncomfortable questions to raise at the start of a relationship, which is exactly why they must be addressed — before the relationship has been tested. This outline is a starting framework; all final agreements require qualified legal review.
TASK: Create a comprehensive partnership agreement outline for the partnership between [PARTY_A] and [PARTY_B] for [VENTURE_OR_PROJECT]. Every key term must be explicit, not implied.
RULES:
• Every contribution by each party must be specific and time-bound — not "Party A will provide marketing support"
• The revenue/profit sharing model must address both the upside scenario AND the break-even or loss scenario
• Decision-making must specify: who has authority for what, what requires mutual agreement, and what happens in a deadlock
• IP ownership must address: existing IP each party brings in, IP created during the partnership, and IP disposition on termination
• Termination must address: notice period, asset/liability division, client transition, and post-termination restrictions
CONSTRAINTS: Plain English — no Latin legal phrases without plain-language explanation. Flag each section with "LEGAL REVIEW REQUIRED" where a qualified attorney must review before signing. Include a "key questions to resolve before finalising" section.
EDITABLE VARIABLES:
• [PARTY_A] — first partner (name and entity type)
• [PARTY_B] — second partner (name and entity type)
• [VENTURE_OR_PROJECT] — what the partnership is for
• [REVENUE_MODEL] — how money is made and shared
• [JURISDICTION] — governing law (country/state)
OUTPUT FORMAT:
1. Partnership Purpose & Scope
2. Contributions & Responsibilities (per party)
3. Revenue / Profit Sharing
4. Decision-Making & Governance
5. Intellectual Property
6. Confidentiality
7. Term & Termination
8. Dispute Resolution
9. Liability Limitations
Key Questions to Resolve Before Finalising
QUALITY BAR: Two business partners who have just agreed on this outline should be able to explain to any third party exactly what they each get, what they each owe, and what happens if either party wants out — with no ambiguity.
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Why this prompt works
Explicitly addressing break-even and loss scenarios in revenue sharing is the most commonly skipped term in informal partnership agreements — and the one most likely to destroy the relationship when it's needed. The 'IP created during the partnership' clause is the second most frequent dispute source, especially in creative or technology partnerships.
Tips for best results
- The most important conversation to have before writing any agreement is: 'What does this look like in 3 years if it's been wildly successful?' and 'What does this look like if it's been a failure?' — the answers reveal what terms need the most precision
- Always have each party write their version of the partnership's purpose independently, then compare — significant differences in that first paragraph predict significant disagreements later
- The deadlock-breaking mechanism is where most partnership agreements are weakest — coin-flip clauses, buy-sell provisions, or binding mediation each have different strategic implications
- Don't let the agreement be the first time you've discussed termination — bring it up early and frame it as 'if this ever ends well, how do we want to separate?' rather than assuming breakdown
- This template is a structuring tool, not a legal document — have a qualified attorney in your jurisdiction review and finalise before signing