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Startup Partnership Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes the formal partnership structure between startup founders and key stakeholders. This document outlines the essential elements of the partnership including capital contributions, ownership distribution, management rights, intellectual property provisions, and exit mechanisms. It ensures compliance with German partnership laws while providing flexibility for startup growth and incorporates specific provisions required under German commercial and civil codes (HGB and BGB). The agreement serves as the foundational document for startup governance and partner relationships.

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What is a Startup Partnership Agreement?

The Startup Partnership Agreement is a critical legal document used when establishing a new startup venture in Germany or under German law. It serves as the foundational agreement between founders, investors, and other key partners, defining their relationships, rights, and obligations. This document is essential when two or more parties come together to form a startup, whether it's a technology venture, service provider, or product-based company. The agreement must comply with German partnership laws, including the Handelsgesetzbuch (HGB) and Bürgerliches Gesetzbuch (BGB), while addressing startup-specific needs such as intellectual property rights, growth provisions, and exit strategies. It's particularly important for protecting all parties' interests during the high-risk early stages of startup development and providing a clear framework for future growth and potential disputes.

What sections should be included in a Startup Partnership Agreement?

1. Parties: Identification and details of all partners entering the agreement

2. Background: Context of the partnership formation and brief description of the business venture

3. Definitions: Key terms used throughout the agreement

4. Partnership Structure and Purpose: Legal form of partnership and its primary business objectives

5. Capital Contributions: Initial and ongoing capital contributions of each partner

6. Ownership and Profit Sharing: Distribution of ownership interests and profit-sharing arrangements

7. Management and Decision Making: Governance structure, voting rights, and decision-making processes

8. Roles and Responsibilities: Specific duties and responsibilities of each partner

9. Intellectual Property Rights: Ownership and protection of IP created before and during the partnership

10. Confidentiality: Protection of business secrets and confidential information

11. Term and Termination: Duration of partnership and conditions for termination

12. Exit Provisions: Procedures for partner exit, including share transfer and valuation

13. Dispute Resolution: Mechanisms for resolving conflicts between partners

14. Governing Law: Specification of German law as governing law and jurisdiction

What sections are optional to include in a Startup Partnership Agreement?

1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners may have other business interests

2. Vesting Provisions: Schedule for earning ownership rights over time - important for sweat equity arrangements

3. Employee Stock Option Pool: Structure for employee participation - relevant if planning to offer equity to employees

4. Future Financing: Provisions for additional capital raising - include if expecting future investment rounds

5. Advisory Board: Structure and role of advisory board - include if planning to have external advisors

6. International Operations: Provisions for international business activities - include if operating across borders

7. Data Protection: Specific GDPR compliance measures - include if handling personal data

8. Insurance: Required insurance coverage - include if specific insurance requirements exist

What schedules should be included in a Startup Partnership Agreement?

1. Schedule 1: Business Plan: Detailed business plan and strategy

2. Schedule 2: Initial Capital Contributions: Detailed list of cash, assets, and services contributed by each partner

3. Schedule 3: Intellectual Property Register: List of all IP owned by or licensed to the partnership

4. Schedule 4: Vesting Schedule: Detailed vesting terms and timeline if applicable

5. Schedule 5: Key Performance Indicators: Agreed performance metrics and targets

6. Schedule 6: Partner Contact Details: Complete contact information for all partners

7. Appendix A: Shareholders' Agreement: If partnership includes a corporate entity

8. Appendix B: Technical Documentation: Technical specifications or product documentation if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use

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