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Venture Partner Agreement Template for Germany

This document establishes the legal framework for engaging a Venture Partner within a German venture capital or private equity firm. Governed by German law, it defines the partner's responsibilities, compensation structure, deal flow obligations, and relationship with the firm and its portfolio companies. The agreement addresses key aspects such as carried interest participation, investment processes, confidentiality requirements, and non-competition provisions, while ensuring compliance with German commercial and financial regulations.

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What is a Venture Partner Agreement?

The Venture Partner Agreement is essential for venture capital and private equity firms operating in Germany who wish to formalize relationships with experienced professionals who contribute to deal flow, investment evaluation, and portfolio company development. This document is typically used when engaging senior-level professionals who may not be full-time employees but play crucial roles in the firm's investment activities. The agreement must comply with German legal requirements while addressing industry-specific needs such as carried interest arrangements, investment committee participation, and deal sourcing responsibilities. It includes comprehensive provisions for confidentiality, intellectual property protection, and non-competition, tailored to the German market context.

What sections should be included in a Venture Partner Agreement?

1. Parties: Identification of the contracting parties - the VC firm and the Venture Partner

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Formal appointment of the Venture Partner and duration of the agreement

5. Role and Responsibilities: Detailed description of the Venture Partner's duties and expected contributions

6. Time Commitment: Expected time allocation and availability requirements

7. Compensation Structure: Base compensation, carried interest, and other financial terms

8. Deal Flow and Investment Process: Procedures for identifying, evaluating, and presenting investment opportunities

9. Relationship with Portfolio Companies: Guidelines for interaction with portfolio companies and potential board positions

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property: Ownership and rights to intellectual property created during the engagement

12. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/investors

13. Termination: Grounds and procedures for termination of the agreement

14. Representations and Warranties: Standard declarations by both parties

15. Governing Law and Jurisdiction: Application of German law and jurisdiction for disputes

What sections are optional to include in a Venture Partner Agreement?

1. External Activities: Used when the Venture Partner maintains other professional activities or board positions

2. Investment Committee Participation: Include when the Venture Partner will be part of the investment committee

3. Fund Raising Participation: Required if the Venture Partner will be involved in fund raising activities

4. Personal Co-Investment Rights: Include if the Venture Partner has rights to co-invest in deals

5. Insurance and Indemnification: Needed when the firm provides D&O insurance or other coverage

6. Expense Policy: Include when specific expense reimbursement policies apply

7. Compliance Requirements: Required for regulated entities or when specific compliance obligations exist

8. Marketing and Public Relations: Include when the Venture Partner will be involved in public-facing activities

What schedules should be included in a Venture Partner Agreement?

1. Schedule 1: Compensation Details: Detailed breakdown of compensation structure, including carried interest calculations

2. Schedule 2: Investment Focus and Strategy: Description of the fund's investment thesis and target sectors

3. Schedule 3: Compliance Manual: Relevant excerpts from the firm's compliance policies

4. Schedule 4: Approved External Activities: List of pre-approved external commitments and positions

5. Schedule 5: Reporting Requirements: Templates and procedures for regular reporting

6. Schedule 6: Expense Policy: Detailed guidelines for expense claims and reimbursement

7. Appendix A: Power of Attorney: If applicable, specific authorities granted to the Venture Partner

8. Appendix B: Confidentiality Agreement: Detailed confidentiality terms and procedures

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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