Home Blog Partnership Agreement Negotiation: Key Terms, Negotiation Tips

Partnership Agreement Negotiation: Key Terms, Negotiation Tips

Jump to Section

What is a Partnership Agreement Negotiation?

A partnership agreement is a contract signed by two or more parties involved in running a business that defines all key terms of their working relationship, such as their duties, profits and losses, and dispute resolution.

This agreement can be negotiated, but it requires some important tips and strategies for success.

Before you go ahead and sign a partnership agreement that you haven’t negotiated, you should read the rest of this article to explore key aspects of a partnership agreement, tips for effective negotiations, and how a lawyer can help you through the process.

What are Key Terms in a Partnership Agreement Negotiation?

There are some essential terms in a partnership agreement to know about and which you can potentially discuss with the other parties.

  • Partner contributions. This section defines the contributions all partners will make, such as cash or intellectual property. It prevents disputes and guarantees a fair contribution valuation.
  • Distributions. How the company’s profits and losses will be distributed among its partners needs to be outlined for clarity.
  • Roles. Partners need to know their specific duties, such as regarding business operations. When roles are properly defined in the agreement, it ensures greater productivity and accountability.
  • Decision-making. Authority and voting rights should be defined, such as if majority votes are required for decisions. It prevents deadlock situations that could be harmful to the company’s operations.
  • Dispute resolution. Should arguments arise between partners, they should be able to refer to the dispute-resolution method outlined in the agreement. It saves time and money.
  • New partners. If new partners want to be invited into the business, this clause includes the processes to follow and how current partners will be protected.
  • Exit. When a partner moves on from the company, there should be clarity over what should happen so uncertainty is avoided. This section can include information about buyouts.

What are Tips for Negotiating Partnership Agreements?

When negotiating a partnership agreement, you should consider some important tips.

Be Open

An important approach to the negotiation process is to be honest. Speak about your goals and expectations so you can assess where the other party stands. This can provide insight into what they want and why the terms are important to them, which can help you find common ground.

Clarify ‘What if?’ Situations

It’s important to discuss all possible ‘what if?’ scenarios and their consequences, especially if these are not clearly defined in the agreement. For example, what happens if a partner exits or the business collapses?

Get a Legal Review of Your Partnership Agreement

Once you’ve reviewed your partnership agreement, you should consider getting it legally reviewed by a lawyer. This will provide clarity on all terms and help you understand everything. It will also help you identify areas of concern that you’d want to negotiate with the other partners.

To request a legal review of your partnership agreement, you can post your project for free on the ContractsCounsel marketplace. You can include some details of what you need so that the right lawyers will contact you. You’ll receive multiple bids from lawyers on the platform, and you can check their profiles for information about their expertise, credentials, and other factors.

Record all Changes in a Written Document

Whatever terms you negotiate, if you reach an agreement with the other party, you should put it down in writing. This will ensure that you’re held accountable to the new terms and it prevents misunderstandings which can arise from verbal agreements.

Before you have a final agreement, it’s advisable to take notes during negotiations so you don’t miss anything. This can also help you to go over what was suggested before you agree to the terms.

Understand Your Negotiables

Before discussing terms of the agreement with your partners, you should think about your principles, goals, and what you’re happy to negotiate versus what you’re not. This will guide you in terms of what you can compromise.

Make it Reciprocal

Focus on reaching a win-win situation as much as possible. If you’re giving up certain benefits or concessions during the negotiation, you should get something in return. Have a list of what you’re hoping to change in the agreement so that you have options to fall back on during discussions.

Support Suggestions with Research

When making a suggestion for something you wish to gain under the agreement, you can strengthen your position by having strong research behind it. Before the negotiation, conduct research, such as of industry norms, and have it ready if you need it during discussions.

A benefit of this approach is that you come across as professional and prevent emotions from dictating where the discussion should go.

How Can a Lawyer Help You With Partnership Agreement Negotiations?

You don’t always need to hire a lawyer when preparing to negotiate your partnership agreement, but it can be highly useful, especially if the contract is complex or you need help with negotiating it. Here are some ways in which a lawyer will help you through the process.

  • They’ll review or draft your partnership agreement so that it’s clear, legally sound, and fair to all parties involved.
  • They’ll spot any risks you might miss, such as clauses that could put you at personal risk.
  • They’ll negotiate terms you want to change on your behalf, while advocating for your interests.
  • They’ll guard your intellectual property, so that you don’t have to worry about ownership issues with your patents or trademarks.
  • They’ll prevent disputes by clarifying all contributions.
  • They’ll help you draft legal and specific amendments to the contract so that there aren’t any misunderstandings.
  • They’ll provide support over time, depending on how the company changes.

Where Can You Find a Lawyer for Partnership Agreement Negotiations?

If you need to work with a lawyer for help with navigating a partnership agreement negotiation, you should consult a lawyer on ContractsCounsel. All lawyers on the platform are vetted and have years of experience in assisting clients with negotiating for more favorable partnership agreement terms. They’ll assess your situation, help you formulate effective strategies for negotiating with other partners, and protect your current and future interests.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Meet some of our Lawyers

Joshua S. on ContractsCounsel
View Joshua
5.0 (5)
Member Since:
September 14, 2023

Joshua S.

Managing Partner
Free Consultation
New York, New York
20 Yrs Experience
Licensed in NY
Boston University

Joshua is an experienced attorney with deep expertise in finance, corporate, and business law. He offers practical legal solutions and personal service. As Managing Partner of Soloway Group PC, he advises startups, growing companies and investment funds on key issues, from formation to fundraising, stock issuances, trademarks and general business. He started out structuring funds and transactions at PwC before launching his own firm in 2009. He has been a partner in several New York law firms and has founded several companies including a banking firm, a real estate business, and a Cleantech company. Joshua has also served as Chief Legal Officer and Chief Strategy Officer of several companies in the tech, real estate, consulting, and sustainability industries. Prior to law school he was an early employee at a SoftBank-backed startup until it’s acquisition. Over the years, Joshua has helped many clients to launch, finance and grow successfully.

Recent  ContractsCounsel Client  Review:
5.0

"Very competent attorney who gets to the point quickly and cheerfully."

Joshua B. on ContractsCounsel
View Joshua
5.0 (11)
Member Since:
September 19, 2023

Joshua B.

Founder
Free Consultation
Austin, Texas
24 Yrs Experience
Licensed in NY, TX
University of Texas

Josh Bernstein has been serving real estate and corporate transactional clients since 2002. His experience is varied, and he enjoys working on and puzzling out novel and complex corporate and real estate matters. Josh’s experience includes, among other things, the following: representation of public companies in connection with SEC reporting and compliance work (proxies, 10-K’s; 10-Q’s; 8-K’s, etc.); representation of public and private company securities issuances (including private placements, and other similar offerings); assistance in structuring and drafting joint ventures, both for investors and operating partners, and including both real estate and corporate ventures; handling public and private company mergers and acquisitions; and asset sales and dispositions; assisting clients, big and small, with real estate acquisitions, sales and financings; managing large-scale and multi-state real estate portfolio acquisitions, dispositions and financings; complex condominium creation, structuring and governance work, including: commercial condominiums, use of condominiums as a land planning tool, wholesale condominium property acquisitions and dispositions, and rehabilitating failed or faulty condominium legal structures to make ready for sale; development of restrictive covenants and owners’ association documents for master-planned communities; compliance with federal statutes governing real estate sale and development (including, without limitation, the Interstate Land Sales Full Disclosure Act, the Housing for Older Persons Act, and the Americans with Disabilities Act); representation of real estate lenders, for both improved and unimproved property, and including numerous construction financings secured by real estate; assistance with commercial leasing; from both the landlord and tenant side, and including condominium leasing; training residential home and condominium sales staff for compliance with applicable local and federal law; and workouts of all kinds. When he’s not busy lawyering, Josh may be found watching 80’s commercials, flying a single-engine plane, playing poker, or trying to be a good dad.

Recent  ContractsCounsel Client  Review:
5.0

"Josh has been extremely helpful sorting through issues with a tenant."

Jeff A. on ContractsCounsel
View Jeff
5.0 (1)
Member Since:
September 20, 2023

Jeff A.

Business Attorney & Advisor
Free Consultation
Remote
21 Yrs Experience
Licensed in IL
University of Denver College of Law

Trusted legal counsel and business advisor to businesses and executive teams in the software, financial, and technology industries. Practice areas include commercial transactions, licensing, SaaS/PaaS/IaaS delivery models, software product development, regulatory compliance, new business formation, employment matters, and general corporate matters.

Benjamin T. on ContractsCounsel
View Benjamin
Member Since:
September 14, 2023

Benjamin T.

Senior Partner
Free Consultation
Marion, Ohio
4 Yrs Experience
Licensed in OH
Barry University

I’m an Attorney working out of Marion, Ohio. Born and raised in Toledo, Ohio. I completed undergrad at the University of Toledo. I completed law school at Barry University in Orlando, Florida.

Rachel B. on ContractsCounsel
View Rachel
Member Since:
September 14, 2023

Rachel B.

Attorney
Free Consultation
North Carolina
3 Yrs Experience
Licensed in CT, MA
Massachusetts School of Law

I am a new attorney who is licensed to practice in Connecticut and Massachusetts. I am waiting for bar admission to North Carolina. I have over 20 year of experience working in both the public and private sectors. I am a fierce advocate for my clients and am committed to delivering solutions for clients with excellence.

Christopher X. on ContractsCounsel
View Christopher
Member Since:
September 15, 2023

Christopher X.

Attorney
Free Consultation
Staten Island, New York
5 Yrs Experience
Licensed in NJ, NY
Hofstra University School of Law

Recent law school graduate with an undergraduate degree in biomedical engineering degree passionate about the intersectionality of law and life sciences. Admitted to New York and New Jersey Bar. Ability to add value in a pharmaceutical or biotechnology entity and provide a unique perspective to multiple disciplines.

William B. on ContractsCounsel
View William
Member Since:
April 2, 2024

William B.

Associate Attorney
Free Consultation
Brookhaven, Mississippi
5 Yrs Experience
Licensed in AL, MS, OK
Tulane University

Presently, I am a civil rights and insurance litigation attorney with a focus on representation government entities. Prior to this, I’ve represented some of the largest financial institutions in the world in litigation.

James H. on ContractsCounsel
View James
Member Since:
September 17, 2023

James H.

Attorney, Corporate Counsel, Mediator
Free Consultation
Washington DC
7 Yrs Experience
Licensed in DC
Washington University In St. Louis School of Law

Attorney James is an experienced Attorney, Federal Law & Tax Specialist, Corporate Counsel, Tax Lawyer and Mediator. Experienced in Contract Drafting, Corporate Formation, Corporate Governance, Federal Administrative Law, Regulatory Compliance, Tax Settlement, Tax Planning, Merger/Acquisition, Business Law, Collection, Insurance Claims, Employment Law, Immigration, Non-Profit Governance Attorney: US District Court of the District of Columbia, Washington DC Federal Bar #DE0003 US Bankruptcy Court of The District of Columbia, Washington DC Federal Bar #DE0003 Tax Advisor: IRS Registered Tax lawyer/PTIN, PTIN (over 10 years experience) US Federal Agencies, Boards and Commissions, Federal Administrative Law and Regulatory Compliance Business law services: Administrative Law, Business Law, Collections, Bankruptcy, Corporate, Employment, Regulatory Compliance, Corporate Counsel, Immigration

Sahil M. on ContractsCounsel
View Sahil
Member Since:
September 19, 2023

Sahil M.

Principal Attorney
Free Consultation
Chicago, IL, United States
5 Yrs Experience
Licensed in DC, IL
University of Illinois - Chicago School of Law

Drishti Law is devoted to assisting clients identify and protect their competitive advantage by establishing a capitalization strategy that adapts to their needs. Our expertise focuses on developing competent asset management strategies for innovators, creators, startups, and businesses. Additionally, navigating the current IP trends require a seamless experience that is personable and reflective of your goals. The principal attorney, Sahil Malhotra, founded Drishti Law because of his deep passion and ever-evolving interest in Intellectual property and Data Privacy. We take a holistic approach in balancing the risk and rewards as it relates to the development, management, and capitalization of your assets. Our ability to implement complex litigation and prosecution services permits effective execution of trademark, trade secret, copyright, and data privacy for individuals and businesses. It begins with creating a client-centric environment that develops trust through efficient decision making and instituting creative solutions.

Wilberforce A. on ContractsCounsel
View Wilberforce
Member Since:
September 22, 2023

Wilberforce A.

Supervising Attorney
Free Consultation
Baltimore, Maryland
19 Yrs Experience
Licensed in WA
Seattle University

Wilberforce Agyekum is an attorney with 16 years of experience practicing in areas of contracts, immigration, and criminal law. Wilberforce received a Bachelor of Science degree from Washington Adventist University, and Juris Doctorate from Seattle University School of Law.

Grady C. on ContractsCounsel
View Grady
Member Since:
September 22, 2023

Grady C.

Attorney / Owner
Free Consultation
Birmingham, Alabama
16 Yrs Experience
Licensed in AL
Thomas Goode Jones School of Law (Faulkner Law)

I have been practicing law since 2010 focusing on estate planning, probate, corporate & business, and family law matters. Prior to the practice of law, I had extensive experience as a financial advisor, business consulting, and information technology.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a legal contract?

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

CONTRACT LAWYERS BY TOP CITIES
See All Business Lawyers
PARTNERSHIP AGREEMENT NEGOTIATION LAWYERS BY CITY
See All Partnership Agreement Negotiation Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city