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The Startup Partnership Agreement is a fundamental legal document used when establishing a new startup venture in the Netherlands. It is designed to create a clear and legally binding framework between founding partners, addressing crucial aspects such as equity distribution, management rights, capital contributions, and intellectual property ownership. This document is particularly important in the Dutch business environment, where clear partnership structures are essential for legal compliance and future investment opportunities. The agreement should be implemented at the earliest stages of startup formation and typically includes provisions for growth, future investment rounds, and potential exit scenarios. It must comply with Dutch partnership law while maintaining flexibility for the dynamic nature of startup operations.

1. Parties: Identification and details of all partners entering the agreement, including their legal names, addresses, and registration numbers

2. Background: Context of the partnership formation, including the business purpose and general intentions of the parties

3. Definitions: Clear definitions of key terms used throughout the agreement to ensure consistent interpretation

4. Partnership Structure: Legal form of the partnership, ownership percentages, and capital contributions

5. Business Purpose: Detailed description of the startup's business activities and objectives

6. Capital Contributions: Specific details of initial and ongoing capital contributions, including valuation of non-cash contributions

7. Profit and Loss Sharing: Distribution of profits and losses among partners, including calculation methods and timing

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

9. Partners' Rights and Obligations: Detailed responsibilities and rights of each partner

10. Intellectual Property Rights: Ownership and management of IP created before and during the partnership

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee/client solicitation

13. Addition and Withdrawal of Partners: Procedures for adding new partners and handling partner exits

14. Term and Termination: Duration of the partnership and conditions for termination

15. Dispute Resolution: Procedures for resolving conflicts between partners

16. Governing Law: Specification of Dutch law as governing law and jurisdiction