Venture Partner Agreement Template for England and Wales

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Key Requirements PROMPT example:

Venture Partner Agreement

"I need a Venture Partner Agreement for engaging a senior technology executive who will help source deals in the AI sector and sit on our investment committee, with a 2% carried interest arrangement starting from March 2025."

What is a Venture Partner Agreement?

The Venture Partner Agreement is a critical document used when venture capital firms seek to formalize relationships with experienced professionals who can add value to their investment activities. Used extensively in the UK venture capital market, this agreement operates under English and Welsh law and typically covers essential elements such as deal sourcing responsibilities, investment committee participation, carried interest arrangements, and portfolio company involvement. The document is particularly important for ensuring clarity in roles, responsibilities, and compensation while maintaining compliance with UK financial services regulations and protecting the interests of all parties involved.

What sections should be included in a Venture Partner Agreement?

1. Parties: Identifies and defines the contracting parties (typically the venture firm and the venture partner)

2. Background: Sets out the context and purpose of the agreement, including the venture firm's business and the rationale for engaging the venture partner

3. Definitions: Defines key terms used throughout the agreement, including 'Carried Interest', 'Portfolio Companies', 'Investment Period', etc.

4. Appointment and Scope: Details of the Venture Partner's appointment, role, and the scope of their engagement with the firm

5. Duties and Responsibilities: Specific obligations of the Venture Partner including deal sourcing, due diligence, portfolio company support, and reporting requirements

6. Compensation: Details of fees, carried interest, investment rights, and other financial terms of the engagement

7. Term and Termination: Duration of agreement, renewal provisions, and circumstances under which the agreement can be terminated

8. Confidentiality: Obligations regarding confidential information, trade secrets, and business information

9. Intellectual Property: IP rights and obligations, including ownership of work product and innovations

10. General Provisions: Standard boilerplate clauses including governing law, notices, entire agreement, and amendments

What sections are optional to include in a Venture Partner Agreement?

1. Non-Competition: Restrictions on competing activities during and after the engagement period

2. Investment Committee Participation: Terms of participation in investment decisions and voting rights on the investment committee

3. Portfolio Company Board Seats: Terms regarding board participation and representation on portfolio company boards

4. Insurance and Indemnification: Requirements for professional liability insurance and mutual indemnification provisions

5. Key Person Provisions: Provisions relating to minimum time commitment and replacement of key individuals

What schedules should be included in a Venture Partner Agreement?

1. Schedule 1: Compensation Terms: Detailed breakdown of compensation structure, including management fee participation and carried interest calculations

2. Schedule 2: Investment Focus: Specific investment sectors, stages, or strategies that fall within the venture partner's scope

3. Schedule 3: Approved External Activities: List of pre-approved activities, board seats, or investments outside the partnership

4. Appendix A: Reporting Requirements: Detailed reporting obligations including frequency, format, and content of required reports

5. Appendix B: Expense Policy: Guidelines for expense reimbursement and approved business expenses

6. Appendix C: Compliance Policies: Key compliance requirements and firm policies applicable to the venture partner

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Life Sciences
Financial Services
Clean Technology

Relevant Teams

Investment
Legal
Finance
Operations
Compliance

Relevant Roles

Venture Partner
Managing Partner
General Partner
Investment Director

Industries

Companies Act 2006: Primary legislation governing company formation, management, and operation in the UK, crucial for establishing the venture partner relationship within corporate structures

Limited Partnerships Act 1907: Regulates limited partnerships in the UK, relevant if the venture partnership is structured as a limited partnership

Limited Liability Partnerships Act 2000: Governs LLP structures, important if the venture partnership is organized as an LLP

Partnership Act 1890: Sets out fundamental partnership principles and rights in English law

Financial Services and Markets Act 2000: Key legislation for financial services regulation, crucial if the venture involves financial services activities

Financial Services Act 2012: Updates and amends FSMA 2000, providing additional regulatory framework for financial services

Employment Rights Act 1996: Defines core employment rights and status, important for determining venture partner employment status

Equality Act 2010: Protects against discrimination and promotes equality in business relationships

Copyright, Designs and Patents Act 1988: Protects intellectual property rights, crucial for IP provisions in venture agreements

UK GDPR: Regulates data protection and privacy, essential for handling personal and business data

Data Protection Act 2018: Implements and supplements UK GDPR, providing the UK's data protection framework

Proceeds of Crime Act 2002: Contains anti-money laundering provisions relevant to business partnerships

Competition Act 1998: Regulates anti-competitive behavior and market practices

Income Tax Act 2007: Governs income tax obligations, relevant for profit sharing and compensation structures

Corporation Tax Act 2010: Regulates corporate tax matters, important for corporate venture structures

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, ensuring balance in contractual relationships

Misrepresentation Act 1967: Provides remedies for misrepresentation in contract formation

Arbitration Act 1996: Governs arbitration proceedings, relevant for dispute resolution provisions

Find the exact document you need

Venture Partner Agreement

An England & Wales agreement formalizing venture capital partnerships, detailing roles, responsibilities, and compensation.

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Let's create your Venture Partner Agreement

What is a Venture Partner Agreement?

What sections should be included in a Venture Partner Agreement?

What sections are optional to include in a Venture Partner Agreement?

What schedules should be included in a Venture Partner Agreement?

Authors

Alex Denne

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