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Venture Partner Agreement for Philippines

Venture Partner Agreement Template for Philippines

This document establishes the legal framework for a venture partner relationship within the Philippine jurisdiction, governed by Philippine law including the Civil Code and Corporation Code. It outlines the terms of engagement between a venture capital firm and a venture partner, including roles, responsibilities, compensation structure, deal flow arrangements, and various obligations. The agreement addresses crucial aspects such as carried interest, management fee participation, investment process involvement, and confidentiality obligations, while ensuring compliance with Philippine securities regulations and investment laws.

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What is a Venture Partner Agreement?

The Venture Partner Agreement is a crucial document used in the Philippine venture capital ecosystem to formalize the relationship between venture capital firms and experienced professionals who serve as venture partners. This agreement is essential when engaging industry experts, successful entrepreneurs, or seasoned investors who will contribute to the firm's success without being full-time employees. The document, governed by Philippine law, typically includes detailed provisions on compensation (including carried interest), deal sourcing responsibilities, investment committee participation, and portfolio company engagement. It ensures compliance with Philippine regulatory requirements while protecting both parties' interests through clear definitions of roles, responsibilities, and expectations. The agreement is particularly important in the context of the growing Southeast Asian venture capital market, where venture partners play a crucial role in deal flow and value addition to portfolio companies.

What sections should be included in a Venture Partner Agreement?

1. Parties: Identifies and provides full details of the contracting parties - typically the venture firm and the venture partner

2. Background: Explains the context of the agreement and the parties' intentions to enter into a venture partner relationship

3. Definitions: Defines key terms used throughout the agreement for clarity and precision

4. Appointment and Term: Specifies the formal appointment of the venture partner and the duration of the agreement

5. Roles and Responsibilities: Details the venture partner's duties, including deal sourcing, due diligence, portfolio company support, and other obligations

6. Time Commitment: Specifies the expected time commitment and any restrictions on other activities

7. Compensation Structure: Outlines the compensation framework, including management fees, carried interest, and any other financial arrangements

8. Deal Flow and Investment Process: Describes the process for identifying, evaluating, and executing investment opportunities

9. Confidentiality: Establishes obligations regarding confidential information and trade secrets

10. Intellectual Property: Addresses ownership and usage rights of any IP developed during the partnership

11. Non-Competition and Non-Solicitation: Sets out restrictions on competitive activities and solicitation of employees or portfolio companies

12. Termination: Specifies grounds for termination and the process for ending the relationship

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

14. Governing Law and Jurisdiction: Specifies that Philippine law governs the agreement and establishes jurisdiction for dispute resolution

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

1. Investment Committee Participation: Include when the venture partner will have a role in investment decisions and voting rights

2. Portfolio Company Board Representation: Include when the venture partner may serve on portfolio company boards

3. Capital Commitment: Include if the venture partner is expected to make personal investments in the fund

4. Insurance and Indemnification: Include when specific insurance requirements or indemnification provisions are needed

5. External Activities and Conflicts: Include when the venture partner maintains other business interests

6. Marketing and Public Relations: Include when the venture partner will be involved in public-facing activities

7. Expense Reimbursement: Include when detailing specific expense policies and procedures

8. Key Person Provisions: Include when the venture partner's personal involvement is crucial to the arrangement

What schedules should be included in a Venture Partner Agreement?

1. Schedule A - Compensation Details: Detailed breakdown of compensation structure, including carried interest calculations and vesting schedules

2. Schedule B - Investment Focus Areas: Specific sectors, stages, or geographic regions for investment focus

3. Schedule C - Approved External Activities: List of pre-approved business activities outside the venture partnership

4. Schedule D - Reporting Requirements: Templates and specifications for required reports and updates

5. Schedule E - Expense Policy: Detailed policies regarding reimbursable expenses and approval processes

6. Appendix 1 - Power of Attorney: If applicable, specific powers granted to the venture partner

7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and procedures

8. Appendix 3 - Investment Committee Charter: If applicable, rules and procedures for Investment Committee participation

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions


















































Clauses








































Relevant Industries

Venture Capital

Private Equity

Technology

Financial Services

Investment Management

Startups

Innovation & Entrepreneurship

Digital Technology

Fintech

Healthcare Technology

Clean Technology

Enterprise Software

Relevant Teams

Legal

Investment

Venture Capital

Private Equity

Corporate Development

Risk Management

Compliance

Portfolio Management

Deal Structuring

Operations

Relevant Roles

Managing Partner

General Partner

Venture Partner

Investment Director

Chief Investment Officer

Chief Executive Officer

Legal Counsel

Investment Manager

Portfolio Manager

Managing Director

Head of Venture Capital

Chief Legal Officer

Investment Committee Member

Fund Manager

Senior Investment Associate

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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