The Venture Partner Agreement is a crucial document used in the Philippine venture capital ecosystem to formalize the relationship between venture capital firms and experienced professionals who serve as venture partners. This agreement is essential when engaging industry experts, successful entrepreneurs, or seasoned investors who will contribute to the firm's success without being full-time employees. The document, governed by Philippine law, typically includes detailed provisions on compensation (including carried interest), deal sourcing responsibilities, investment committee participation, and portfolio company engagement. It ensures compliance with Philippine regulatory requirements while protecting both parties' interests through clear definitions of roles, responsibilities, and expectations. The agreement is particularly important in the context of the growing Southeast Asian venture capital market, where venture partners play a crucial role in deal flow and value addition to portfolio companies.
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1. Parties: Identifies and provides full details of the contracting parties - typically the venture firm and the venture partner
2. Background: Explains the context of the agreement and the parties' intentions to enter into a venture partner relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Appointment and Term: Specifies the formal appointment of the venture partner and the duration of the agreement
5. Roles and Responsibilities: Details the venture partner's duties, including deal sourcing, due diligence, portfolio company support, and other obligations
6. Time Commitment: Specifies the expected time commitment and any restrictions on other activities
7. Compensation Structure: Outlines the compensation framework, including management fees, carried interest, and any other financial arrangements
8. Deal Flow and Investment Process: Describes the process for identifying, evaluating, and executing investment opportunities
9. Confidentiality: Establishes obligations regarding confidential information and trade secrets
10. Intellectual Property: Addresses ownership and usage rights of any IP developed during the partnership
11. Non-Competition and Non-Solicitation: Sets out restrictions on competitive activities and solicitation of employees or portfolio companies
12. Termination: Specifies grounds for termination and the process for ending the relationship
13. Post-Termination Obligations: Outlines continuing obligations after the agreement ends
14. Governing Law and Jurisdiction: Specifies that Philippine law governs the agreement and establishes jurisdiction for dispute resolution
1. Investment Committee Participation: Include when the venture partner will have a role in investment decisions and voting rights
2. Portfolio Company Board Representation: Include when the venture partner may serve on portfolio company boards
3. Capital Commitment: Include if the venture partner is expected to make personal investments in the fund
4. Insurance and Indemnification: Include when specific insurance requirements or indemnification provisions are needed
5. External Activities and Conflicts: Include when the venture partner maintains other business interests
6. Marketing and Public Relations: Include when the venture partner will be involved in public-facing activities
7. Expense Reimbursement: Include when detailing specific expense policies and procedures
8. Key Person Provisions: Include when the venture partner's personal involvement is crucial to the arrangement
1. Schedule A - Compensation Details: Detailed breakdown of compensation structure, including carried interest calculations and vesting schedules
2. Schedule B - Investment Focus Areas: Specific sectors, stages, or geographic regions for investment focus
3. Schedule C - Approved External Activities: List of pre-approved business activities outside the venture partnership
4. Schedule D - Reporting Requirements: 抖阴视频 and specifications for required reports and updates
5. Schedule E - Expense Policy: Detailed policies regarding reimbursable expenses and approval processes
6. Appendix 1 - Power of Attorney: If applicable, specific powers granted to the venture partner
7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and procedures
8. Appendix 3 - Investment Committee Charter: If applicable, rules and procedures for Investment Committee participation
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