A Partnership Agreement defines the rights, duties, and profit-sharing arrangements among business partners. This playbook explores governance, capital contributions, and dispute resolution.
Why This Matters: Clear covenants prevent value erosion and maintain business continuity and compliance throughout the deal lifecycle.
Negotiation strategy
If you're the Buyer:
Ensure covenants are specific and enforceable, focusing on protecting key business interests and minimizing post-closing risks.
If you're the Seller:
Negotiate to limit the scope and duration of covenants to avoid undue restrictions on future business activities.
Essential elements
1
Non-Compete Clause
Restricts competition post-closing.
2
Non-Solicitation Clause
Prevents solicitation of employees/customers.
3
Transition Cooperation
Ensures smooth operational handover.
Action framework
ACCEPT
Propose edits if covenants are overly broad or not aligned with business objectives.
EDIT
Reject clauses that impose unreasonable restrictions or lack mutual benefit.
ADD
Add clauses to address specific risks or gaps in protection.
PRO TIP
Always tailor covenants to the specific transaction and jurisdiction to ensure enforceability.
Example clauses
FAVORABLE
Balanced Non-Compete Agreement
"The Seller agrees not to engage in competing business activities within a 50-mile radius for two years post-closing."
NEUTRAL
Standard Non-Solicitation Clause
"The Seller shall not solicit any employees of the Buyer for one year following the Closing Date."
UNFAVORABLE
Overly Broad Non-Compete
"The Seller agrees not to engage in any business activities in the industry for five years post-closing."
Fallbacks
High-Risk Projects
In high-risk projects, covenants should be more stringent to protect sensitive information and business interests.
Cross-Border Transactions
Consider jurisdictional differences in enforceability and tailor covenants accordingly.
Small Business Acquisitions
Covenants may be less restrictive to allow for flexibility and growth post-acquisition.
FEATURED SOLUTIONS
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Uncover opportunities and risks in your signed contracts.
Turn your contracts into structured insights. With Repository AI, DocJuris analyzes every imported agreement—so you always know what’s expiring, auto-renewing, or exposing risk. Total visibility, zero guesswork.
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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