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Startup Partnership Agreement Template for Belgium

A comprehensive legal document governed by Belgian law that establishes and regulates the relationship between startup partners. This agreement outlines the fundamental aspects of the partnership including ownership structure, capital contributions, management rights, profit sharing, and decision-making processes. It incorporates specific provisions aligned with Belgian company law and commercial regulations, while addressing key startup-specific concerns such as intellectual property rights, scaling provisions, and future investment considerations. The document serves as the foundational agreement for startup ventures in Belgium, ensuring clear governance and risk allocation between partners.

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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 Belgium. It serves as the foundational contract between founding partners, setting out their rights, obligations, and expectations in accordance with Belgian law. This agreement is particularly important in the early stages of a startup's lifecycle, typically implemented when two or more parties decide to formalize their business relationship. It covers essential elements such as equity distribution, capital contributions, management structure, intellectual property rights, and exit provisions. The document must comply with Belgian Company Code requirements while remaining flexible enough to accommodate the dynamic nature of startup operations. It's designed to protect all parties' interests while providing a clear framework for growth and potential future investment.

What sections should be included in a Startup Partnership Agreement?

1. Parties: Identification and details of all partners entering the agreement

2. Background: Context of the partnership formation and brief description of the business venture

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

4. Partnership Structure: Legal form of partnership, business purpose, and registration details

5. Capital Contributions: Initial and ongoing capital contributions from each partner

6. Ownership and Equity Distribution: Allocation of ownership shares and equity structure

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

8. Roles and Responsibilities: Specific duties and responsibilities of each partner

9. Financial Management: Financial procedures, accounting practices, and profit/loss distribution

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 solicitation of employees/clients

13. Term and Termination: Duration of partnership and conditions for termination

14. Exit Provisions: Procedures for partner exit, including buyout terms and valuation methods

15. Dispute Resolution: Procedures for resolving conflicts between partners

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

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

1. International Operations: Required if the startup operates across multiple jurisdictions, defining cross-border activities and compliance

2. Employee Stock Option Pool: Include when planning to implement an employee equity incentive program

3. Data Protection: Detailed section required if the business involves significant personal data processing

4. Environmental Compliance: Necessary for startups in industries with environmental impact

5. Research and Development: Include for technology-focused startups with significant R&D activities

6. Future Funding Provisions: Include if anticipating future investment rounds or specific funding mechanisms

7. Industry-Specific Compliance: Required for regulated industries (e.g., fintech, healthcare)

8. Social Media and Communications: Include for startups with significant public presence or social media focus

What schedules should be included in a Startup Partnership Agreement?

1. Schedule A - Business Plan: Detailed business plan including market analysis and growth strategy

2. Schedule B - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions

3. Schedule C - Ownership Structure: Detailed cap table and equity distribution

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

5. Schedule E - Partner Details: Detailed information about each partner including contact details and qualifications

6. Schedule F - Financial Procedures: Detailed financial management procedures and policies

7. Schedule G - Key Performance Indicators: Agreed metrics for measuring business and partner performance

8. Appendix 1 - Partner Vesting Schedule: Details of any equity vesting arrangements for partners

9. Appendix 2 - Technical Specifications: Technical details of products/services if relevant to the business

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Cost

Free to use

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