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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
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
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
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