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Start Up Business Partnership Agreement for Philippines

Start Up Business Partnership Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that establishes and regulates the partnership relationship between startup founders and key stakeholders. This agreement outlines the essential elements of the business relationship, including capital contributions, profit sharing, management responsibilities, intellectual property rights, and exit provisions. It incorporates specific requirements under Philippine corporate and commercial law while addressing unique challenges faced by startup businesses, such as rapid scaling, technology development, and future investment rounds. The document serves as both a foundational agreement and a roadmap for the partnership's growth and development.

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Start Up Business Partnership Agreement

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What is a Start Up Business Partnership Agreement?

The Start Up Business Partnership Agreement is a crucial document for entrepreneurs establishing a business partnership in the Philippines' growing startup ecosystem. It is particularly relevant in situations where multiple founders or partners come together to establish an innovative business venture, requiring clear delineation of roles, responsibilities, and ownership structures. The agreement must comply with Philippine legislation, including the Civil Code, Corporation Code, and relevant commercial laws, while addressing modern business needs such as intellectual property protection, digital assets, and scalable business models. This document is essential for protecting all parties' interests, establishing clear operational frameworks, and providing mechanisms for growth and potential external investment. It typically includes detailed provisions for capital contributions, profit sharing, decision-making processes, intellectual property rights, confidentiality, non-competition, and exit strategies, making it a fundamental tool for startup success.

What sections should be included in a Start Up Business Partnership Agreement?

1. Parties: Identifies and provides full details of all partners entering the agreement

2. Background: Outlines the context and purpose of forming the partnership, including the business concept and objectives

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Partnership Formation: Establishes the creation of the partnership, its name, and business purpose

5. Capital Contributions: Details initial and any agreed future capital contributions from each partner

6. Ownership and Profit Sharing: Specifies ownership percentages and how profits/losses will be distributed

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

8. Roles and Responsibilities: Defines specific roles, duties, and commitments of each partner

9. Intellectual Property: Addresses ownership and protection of IP created before and during the partnership

10. Confidentiality: Establishes confidentiality obligations regarding business information

11. Non-Competition and Non-Solicitation: Sets restrictions on competitive activities and solicitation of employees/clients

12. Financial Management: Covers accounting practices, banking, financial records, and reporting requirements

13. Transfer of Interest: Procedures for transferring partnership interests and restrictions thereof

14. Exit Provisions: Details processes for partner withdrawal, retirement, or death

15. Dissolution and Termination: Procedures for partnership dissolution and asset distribution

16. Dispute Resolution: Mechanisms for resolving disputes between partners

17. Governing Law: Specifies Philippine law as governing law and jurisdiction

What sections are optional to include in a Start Up Business Partnership Agreement?

1. Vesting Schedule: For partnerships where ownership interests vest over time based on continued participation

2. Technology Development: For tech startups, detailing technology development responsibilities and ownership

3. International Operations: For startups planning to operate internationally, covering foreign operations and compliance

4. External Investment: Procedures for accepting external investment and resulting ownership dilution

5. Employee Stock Option Pool: For partnerships planning to implement employee equity incentives

6. Social Media and Brand Management: Guidelines for managing the startup's social media presence and brand

7. Environmental and Social Responsibility: For startups with specific environmental or social impact goals

8. Data Protection and Privacy: Detailed procedures for compliance with data protection laws, especially for tech startups

What schedules should be included in a Start Up Business Partnership Agreement?

1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuations of non-cash contributions

2. Schedule B - Business Plan: Initial business plan including market analysis, financial projections, and growth strategy

3. Schedule C - Intellectual Property Register: List of all intellectual property owned or licensed by the partnership

4. Schedule D - Partner Contact Information: Detailed contact information and designated representatives for each partner

5. Schedule E - Vesting Schedule: If applicable, detailed vesting schedule for ownership interests

6. Appendix 1 - Management Procedures: Detailed procedures for day-to-day management and decision-making processes

7. Appendix 2 - Financial Procedures: Detailed procedures for financial management, including approval processes and reporting templates

8. Appendix 3 - Technology Stack: For tech startups, documentation of technology infrastructure and development roadmap

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

抖阴视频

Cost

Free to use
Relevant legal definitions











































Clauses







































Relevant Industries

Technology

E-commerce

Financial Technology

Healthcare Technology

Educational Technology

Digital Services

Software Development

Retail Innovation

Food and Beverage

Logistics and Supply Chain

Renewable Energy

Agricultural Technology

Digital Marketing

Professional Services

Manufacturing Innovation

Relevant Teams

Legal

Executive Leadership

Corporate Development

Finance

Operations

Business Development

Strategy

Compliance

Investment

Corporate Governance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Chief Marketing Officer

Business Development Director

Startup Founder

Co-Founder

Managing Partner

Legal Counsel

Corporate Lawyer

Investment Manager

Venture Capitalist

Angel Investor

Operations Director

Technical Director

Partnership Manager

Strategy Director

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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