Partnership or co-founder agreement
Review a partnership or co-founder agreement
Co-founder agreements are written when everyone is optimistic and read when someone is leaving. The clauses that matter are the ones nobody wants to discuss on day one: what happens to equity when a founder quits at month eight, who breaks a deadlock, and what a departing partner may do next.
For co-founders, business partners and joint venture parties.
No account needed. You see the price before paying, and the report opens immediately after.
What we check in a partnership or co-founder agreement
Every review of this contract type runs the full checklist, then reports what it found with the clause quoted and the line number.
- Equity split, vesting schedule and cliff for each founder
- Good leaver and bad leaver definitions and the price paid in each case
- Deadlock resolution and whether it actually resolves anything
- Decision thresholds - what needs unanimity, what needs a majority
- Capital contributions and what happens if one partner cannot fund
- Drag-along and tag-along rights
- Transfer restrictions and rights of first refusal
- Roles, time commitment and what constitutes failure to perform
- IP assignment from each founder into the company
- Dissolution mechanics and how assets are divided
Red flags we see most often
These are the specific terms that turn a routine partnership or co-founder agreement into an expensive one.
- No vesting at all, so a founder who leaves in month three keeps their full stake
- A bad leaver definition wide enough to cover ordinary resignation
- Deadlock resolution that terminates in "the parties shall discuss in good faith"
- No IP assignment from founders into the company
- Unanimity required for ordinary operating decisions
- No mechanism to remove a partner who has stopped working
What you get back
Not a summary of what the contract says. A list of what to change, and the wording to change it to.
Risk score and verdict
A calibrated 0–100 score with a one-line verdict. Clean documents score low — the score is only useful if it can say "this is fine".
Findings with the quote
Each issue names the clause, quotes it verbatim, explains the consequence in your contract's own numbers, and says how far it deviates from market standard.
Pasteable redlines
Replacement wording drafted for each issue, ready to send back to the other side.
What's missing
The standard protections for this contract type that your document does not contain.
Deadlines to calendar
Every date and trigger that costs you something if you miss it, with the consequence spelled out.
Negotiation playbook
Your asks in priority order, the reason to give for each, and the fallback position if they refuse.
Questions about partnership or co-founder agreements
What should a co-founder agreement include?
Equity with vesting and a cliff, good and bad leaver terms, IP assignment into the company, decision-making thresholds, a real deadlock mechanism, and transfer restrictions. Founder vesting is the single term that most often saves a company.
What is a good leaver bad leaver clause?
It sets the price a departing founder receives for their shares depending on why they left. Good leavers typically keep vested equity at fair value; bad leavers may forfeit or sell at nominal value. The definitions are where the negotiation actually happens - a bad leaver definition that includes simple resignation is aggressive.
How do you resolve a deadlock between two 50/50 partners?
With a mechanism agreed in advance: an independent chair with a casting vote, expert determination, or a shoot-out clause where one side names a price and the other chooses whether to buy or sell at it. An agreement that just says the partners will negotiate in good faith has no mechanism at all.
Related guides
Stock Option Cliff Vesting Explained: The Dates to Know
How a vesting cliff works, why day 364 and day 366 are worth a year of equity, and the exercise window that quietly makes vested options worthless.
Equity Acceleration Explained: Single vs Double Trigger
What accelerates your unvested equity when the company is acquired, why double trigger is the norm, and the wording that decides if you qualify.
Review your partnership or co-founder agreement now
$49, no account, about two minutes. See a complete sample report first if you want to judge the depth before paying — and if yours finds nothing you can act on, we refund it.
Other contract types: NDA · employment contract · freelance contract · SaaS agreement · severance agreement · lease · consulting agreement · non-compete · MSA · loan agreement · terms of service · influencer agreement · purchase agreement · settlement agreement · licensing agreement · distribution agreement · insurance policy