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Startup Partnership Agreement for Philippines

Startup Partnership Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates the partnership relationship between startup founders and partners. This document outlines the essential elements of the partnership, including capital contributions, profit-sharing arrangements, management responsibilities, and intellectual property rights. It complies with the requirements of the Civil Code of the Philippines and the Innovative Startup Act, incorporating provisions for startup-specific concerns such as future funding rounds, technology development, and scaling operations. The agreement provides a foundation for startup growth while protecting the interests of all parties involved.

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What is a Startup Partnership Agreement?

The Startup Partnership Agreement is a crucial legal document used when establishing a new startup venture in the Philippines. It serves as the founding document that governs the relationship between partners in a startup business, addressing both immediate operational needs and future growth considerations. This agreement is particularly important in the Philippine context, where the startup ecosystem is rapidly developing under the framework of the Innovative Startup Act and related legislation. The document includes essential provisions required by Philippine law while incorporating flexibility for startup-specific needs such as future funding rounds, pivot possibilities, and scaling operations. It covers critical aspects including capital contributions, profit sharing, management rights, intellectual property protection, and exit strategies. The agreement is designed to provide clear guidelines while maintaining the agility needed in startup operations.

What sections should be included in a Startup Partnership Agreement?

1. Parties: Identification and details of all founding partners, including their full legal names, addresses, and tax identification numbers

2. Background: Context of the partnership formation, brief description of the startup concept, and the general intention of the parties

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Partnership Structure: Legal form of partnership, business name, registered address, and partnership type under Philippine law

5. Purpose and Scope: Detailed description of the startup's business purpose, objectives, and scope of activities

6. Capital Contributions: Initial and future capital contributions of each partner, including cash, assets, or services

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

8. Management and Control: Decision-making processes, voting rights, and management responsibilities of partners

9. Roles and Responsibilities: Specific duties and commitments of each partner in the startup's operations

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

11. Confidentiality: Protection of confidential information and trade secrets

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

13. Exit Provisions: Procedures for partner withdrawal, buyout terms, and succession planning

14. Dispute Resolution: Methods for resolving conflicts between partners, including mediation and arbitration procedures

15. Governing Law: Specification of Philippine law as governing law and relevant jurisdictions

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

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

2. External Investment: Procedures for accepting external investment and dilution provisions, included if the startup plans to seek outside funding

3. Vesting Provisions: Schedule of equity vesting for partners contributing sweat equity, used when partners' contributions are service-based

4. International Operations: Provisions for international business activities, included if the startup plans to operate globally

5. Technology Transfer: Provisions for technology licensing and transfer, relevant for tech-based startups

6. Employee Stock Options: Framework for future employee stock option plans, included if the startup plans to offer equity to employees

7. Digital Assets: Management and ownership of digital assets, cryptocurrencies, or blockchain-related assets, relevant for digital startups

What schedules should be included in a Startup Partnership Agreement?

1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions

2. Schedule B - Ownership Structure: Detailed breakdown of partnership interests and voting rights

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

4. Schedule D - Intellectual Property Register: List of all intellectual property owned or used by the partnership

5. Schedule E - Partner Contact Details: Complete contact information and communication protocols for all partners

6. Appendix 1 - Valuation Methodology: Agreed methods for valuing partnership interests for future transactions

7. Appendix 2 - Management Procedures: Detailed procedures for day-to-day management and decision-making

8. Appendix 3 - Compliance Checklist: List of regulatory requirements and compliance obligations under Philippine law

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

Education Technology

Agriculture Technology

Software Development

Digital Services

Renewable Energy

Consumer Services

Manufacturing

Food and Beverage

Retail

Professional Services

Logistics and Transportation

Real Estate Technology

Social Enterprise

Relevant Teams

Legal

Executive Leadership

Corporate Development

Business Development

Finance

Operations

Compliance

Strategic Planning

Investment

Partnership Management

Innovation

Relevant Roles

CEO

Co-founder

Chief Technology Officer

Chief Financial Officer

Business Development Director

Legal Counsel

Corporate Lawyer

Startup Advisor

Investment Manager

Partnership Manager

Operations Director

Managing Partner

Venture Capitalist

Angel Investor

Corporate Secretary

Compliance Officer

Strategic Planning Director

Innovation Manager

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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