Venture Partner Agreement for the Netherlands

Venture Partner Agreement Template for Netherlands

This agreement, governed by Dutch law, establishes the terms and conditions of engagement between a venture capital firm and a venture partner. It comprehensively outlines the partner's roles, responsibilities, compensation structure, and obligations within the framework of Dutch corporate and financial regulations. The document addresses key aspects including deal sourcing, investment processes, carried interest arrangements, confidentiality obligations, and non-compete provisions, while ensuring compliance with Dutch financial supervision requirements and corporate governance standards. It incorporates specific provisions for venture capital operations in the Netherlands and European Union, including relevant tax considerations and regulatory compliance measures.

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What is a Venture Partner Agreement?

The Venture Partner Agreement serves as a crucial legal framework for establishing and governing the relationship between venture capital firms and their venture partners in the Netherlands. This document is essential when engaging experienced professionals who will contribute to fund operations without being full-time managing partners. It typically includes detailed provisions for compensation (including carried interest), investment responsibilities, confidentiality obligations, and non-compete restrictions, all structured within Dutch legal requirements. The agreement needs to comply with Dutch financial regulations, particularly the Financial Supervision Act (Wet op het financieel toezicht) and relevant corporate law provisions. It's commonly used when venture firms seek to expand their expertise and network through part-time or specialized venture partners, while ensuring clear alignment of interests and risk management.

What sections should be included in a Venture Partner Agreement?

1. Parties: Identification of the contracting parties - typically the venture capital firm and the venture partner

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Term: Terms of the venture partner's appointment, duration, and renewal provisions

5. Roles and Responsibilities: Detailed description of the venture partner's duties, including deal sourcing, due diligence, and portfolio company support

6. Time Commitment: Expected time dedication and any restrictions on other activities

7. Compensation Structure: Base compensation, carried interest, and other financial terms

8. Investment Process: Partner's role in investment decisions and approval processes

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Intellectual Property: Ownership and rights related to IP developed during the engagement

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/investors

12. Termination: Grounds for termination and consequences

13. Post-Termination Obligations: Ongoing obligations after the agreement ends

14. General Provisions: Standard legal provisions including governing law, notices, and amendments

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

1. International Activities: Include when partner will operate across multiple jurisdictions

2. Co-Investment Rights: Include when partner has rights to personally invest in deals

3. Board Representation: Include when partner will serve on portfolio company boards

4. Training and Development: Include for junior venture partners or when specific training is required

5. Expense Policy: Include when separate expense guidelines are needed

6. Key Person Provisions: Include when partner is crucial to fund operations

7. LP Interaction Guidelines: Include when partner will interact with limited partners

8. Remote Working Provisions: Include when partner works remotely or across different locations

What schedules should be included in a Venture Partner Agreement?

1. Schedule 1 - Compensation Terms: Detailed breakdown of compensation structure, including carried interest calculations

2. Schedule 2 - Investment Focus Areas: Specific sectors, stages, or geographic areas of investment focus

3. Schedule 3 - Approved External Activities: List of pre-approved board positions, advisory roles, or other activities

4. Schedule 4 - Expense Policy: Detailed guidelines for business expense reimbursement

5. Schedule 5 - Key Performance Indicators: Specific metrics for evaluating partner performance

6. Schedule 6 - Reporting Requirements: Templates and guidelines for regular reporting

7. Appendix A - Power of Attorney: If applicable, specific authorities granted to the venture partner

8. Appendix B - Compliance Policies: Firm's compliance policies and procedures

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

Technology

Financial Services

Venture Capital

Private Equity

Healthcare

Life Sciences

Clean Technology

Software

E-commerce

Digital Media

Fintech

Biotechnology

Enterprise Software

Consumer Technology

Deep Technology

Relevant Teams

Legal

Investment

Operations

Compliance

Finance

Risk Management

Portfolio Management

Deal Execution

Investment Committee

Executive Management

Human Resources

Corporate Development

Relevant Roles

Venture Partner

General Partner

Managing Partner

Investment Director

Principal

Investment Manager

Fund Manager

Portfolio Manager

Chief Investment Officer

Managing Director

Investment Committee Member

Senior Advisor

Investment Professional

Deal Partner

Operating Partner

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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