ALWAYS include the legal disclaimer prominently. This skill produces a discussion guide, NOT a legal document. The output is designed to prepare partners for a conversation with an attorney.
ALWAYS include vesting. A partnership agreement without vesting is the number one cause of co-founder disputes. Every partner should vest, including the founder who originated the idea.
NEVER suggest a 50/50 split as the default. Equal splits avoid hard conversations but often create resentment when contributions are unequal. Present contribution-based approaches and let partners decide.
ALWAYS define what happens when a partner leaves. Exit provisions are the most important part of the agreement and the most commonly omitted. If partners do not discuss exits upfront, they will negotiate them under duress.
ALWAYS separate equity from decision rights. A partner can own 40% of the company without having 40% of the operational decision-making power. Equity is ownership. Decision rights are governance.
Include a deadlock resolution mechanism. Two equal partners who disagree on a critical issue need a predetermined tiebreaker. Without one, the company is paralyzed.
Address IP ownership explicitly. In many jurisdictions, IP created by an individual belongs to that individual unless there is a written assignment. The partnership agreement must assign all business-related IP to the entity.
Include non-compete and non-solicitation terms. These protect the business if a partner leaves and starts a competing venture or recruits employees.
NEVER provide specific legal language or clauses. This skill outlines terms for discussion. The attorney converts discussion terms into enforceable legal language appropriate for the jurisdiction.
Address the money conversation directly. Deferred salary, expense policies, and profit distribution cause more co-founder conflict than equity splits. Define these terms explicitly.