Partnership Term Sheet for the Netherlands

Partnership Term Sheet Template for Netherlands

A comprehensive preliminary document governed by Dutch law that outlines the fundamental terms and conditions for establishing a business partnership in the Netherlands. This document serves as a foundation for negotiations and subsequent detailed partnership agreements, covering essential aspects such as capital contributions, profit sharing, management structure, and partnership obligations. It incorporates provisions from the Dutch Civil Code (Burgerlijk Wetboek) and Dutch Commercial Code (Wetboek van Koophandel), ensuring compliance with local partnership regulations while providing a framework for the parties to formalize their business relationship.

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What is a Partnership Term Sheet?

The Partnership Term Sheet serves as an essential preliminary document in Dutch business practice, typically used during the initial stages of partnership formation when parties need to document their basic agreement on key terms before proceeding with detailed legal documentation. This document is particularly relevant in the Netherlands, where partnerships can take various forms such as VOF (general partnership), CV (limited partnership), or maatschap (professional partnership). It captures fundamental aspects such as capital contributions, profit-sharing arrangements, management structure, and key commercial terms, while reflecting requirements under Dutch law. The term sheet is designed to be a roadmap for the full partnership agreement, helping parties align their expectations and serving as a basis for legal counsel to draft comprehensive partnership documentation.

What sections should be included in a Partnership Term Sheet?

1. Parties: Identification of all prospective partners, including full legal names and addresses

2. Background: Brief context of the proposed partnership and the parties' intention to enter into a partnership

3. Definitions: Key terms used throughout the term sheet

4. Partnership Structure: Proposed legal form of partnership (VOF, CV, or maatschap) and basic structure

5. Business Purpose: Clear statement of the partnership's intended business activities and objectives

6. Capital Contributions: Initial and any agreed future capital contributions from each partner

7. Profit and Loss Sharing: Ratio or method for distributing profits and losses among partners

8. Management and Control: Basic governance structure and decision-making processes

9. Duration: Intended term of the partnership and any renewal provisions

10. Confidentiality: Basic confidentiality obligations regarding the term sheet and negotiations

11. Exclusivity: Period during which parties agree not to negotiate with other potential partners

12. Binding Effect: Clear statement of which provisions are binding and non-binding

13. Next Steps: Timeline and process for moving toward definitive agreements

14. Governing Law: Confirmation of Dutch law as governing law

15. Signatures: Execution blocks for all parties

What sections are optional to include in a Partnership Term Sheet?

1. Intellectual Property: Preliminary terms for IP ownership and licensing when IP is a significant component of the partnership

2. Key Personnel: Identification of key individuals and their roles when specific expertise or involvement is crucial

3. Regulatory Approvals: Required regulatory clearances when the partnership operates in regulated industries

4. Territory and Exclusivity: Geographic scope and any territorial restrictions when partnership has geographic limitations

5. Exit Mechanisms: Preliminary terms for partner exit when early discussion of exit strategy is important

6. External Financing: Proposed financing arrangements when external funding is contemplated

7. Non-Competition: Basic non-compete provisions when protecting competitive interests is crucial

8. Milestone Requirements: Key business or performance milestones when the partnership is milestone-dependent

What schedules should be included in a Partnership Term Sheet?

1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuation of non-cash contributions

2. Schedule B - Business Plan Summary: High-level overview of the partnership's business plan and key objectives

3. Schedule C - Key Commercial Terms: Summary of principal commercial terms agreed between the parties

4. Appendix 1 - Corporate Structure Diagram: Visual representation of the proposed partnership structure when complex

5. Appendix 2 - Timeline: Proposed timeline for finalizing the partnership agreement and launching operations

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

Jurisdiction

Netherlands

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Construction

Financial Services

Agriculture

Energy

Media and Entertainment

Hospitality

Consulting

Education

Transport and Logistics

Relevant Teams

Legal

Corporate Development

Business Development

Finance

Strategy

Operations

Commercial

Executive Leadership

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Partnership Manager

Business Owner

Entrepreneur

Investment Manager

Operations Director

Commercial Director

Strategy Manager

General Counsel

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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