The Venture Partner Agreement is a crucial document used when venture capital firms engage experienced professionals to assist with deal sourcing, due diligence, and portfolio company support. This agreement, governed by Hong Kong law, defines the hybrid role of venture partners who are neither full-time employees nor purely external consultants. It addresses key aspects such as deal flow responsibilities, investment committee participation, compensation structures including carried interest, and alignment of interests between the firm and the venture partner. The document is particularly important in Hong Kong's dynamic venture capital market, where cross-border transactions and international standards need to be balanced with local regulatory requirements. It includes specific provisions for compliance with Hong Kong regulations, including the Securities and Futures Ordinance and relevant financial services regulations.
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1. Parties: Identifies the venture capital firm and the venture partner
2. Background: Sets out the context of the agreement and the parties' intention to enter into a venture partner relationship
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Status: Establishes the venture partner's role and confirms their status as non-employee/independent contractor
5. Duties and Responsibilities: Details the venture partner's key responsibilities, including deal sourcing, due diligence, and portfolio company support
6. Investment Process: Outlines the procedures for presenting and evaluating investment opportunities
7. Time Commitment: Specifies expected time dedication and ability to pursue other activities
8. Compensation: Details the compensation structure including management fee participation, carried interest, and any other fees
9. Expenses: Covers reimbursement of business expenses and approval processes
10. Confidentiality: Establishes obligations regarding confidential information
11. Intellectual Property: Addresses ownership and protection of IP developed during the engagement
12. Non-Competition and Non-Solicitation: Sets out restrictions on competitive activities and solicitation of employees/investors
13. Term and Termination: Specifies the duration of the agreement and termination provisions
14. Post-Termination Obligations: Outlines continuing obligations after the agreement ends
15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Key Person Insurance: Required when the venture partner is crucial to the fund's operations and investors' commitments
2. Co-Investment Rights: Included when the venture partner has rights to co-invest in portfolio companies
3. Board Representation: Needed when the venture partner may serve on portfolio company boards
4. Investment Committee Membership: Required when the venture partner will be part of the fund's investment committee
5. Regulatory Compliance: Included when the venture partner needs specific licenses or regulatory approvals
6. Track Record Rights: Added when addressing the venture partner's right to claim or use the track record
7. Special Purpose Vehicle Participation: Included when dealing with SPV investments or side-car arrangements
1. Investment Process Details: Detailed procedures for deal sourcing, evaluation, and execution
2. Compensation Schedule: Detailed breakdown of compensation structure, including carry calculations and vesting schedules
3. Approved Outside Activities: List of pre-approved activities, board positions, or investments
4. Expense Policy: Detailed guidelines for expense reimbursement and approval processes
5. Form of Non-Disclosure Agreement: Standard NDA template for use with potential deals
6. Compliance Manual: Relevant firm compliance policies and procedures
7. Powers of Attorney: If required for specific duties or representations
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