Partnership agreement negotiations are a lot like any other negotiation—everyone wants to feel like they “won.” But here’s the thing: true “winning” in a partnership doesn’t mean someone else is losing. In a successful partnership, both sides should feel like they’ve gained something valuable. That’s what makes partnerships unique—and, frankly, great.

So how do you create that win-win dynamic?

Start with Alignment on Objectives

Before diving into the details, ensure that both parties are aligned on the partnership’s overarching goals. If you’re not on the same page from the outset, you’ll end up spinning your wheels. Alignment creates clarity and sets the stage for productive discussions.

Then Focus on the Commercials

Once you have shared objectives, shift the conversation to the financial and commercial terms. After all, no one enters into a partnership purely for altruistic reasons—it has to make business sense for both parties. Ensure that the commercial terms reflect the value each side brings to the table.

Build the Agreement Around These Foundations

With aligned objectives and clear commercial terms, you now have the foundation for a strong agreement. But before signing off, ask yourself a few critical questions:

• • Whose Paper Is the Agreement on? This is often a point of contention, especially when the larger company insists on using its own standard contract. While it’s common for the bigger player to take the lead in drafting the agreement, size should not dictate contractual advantage. Remember, a partnership is a mutual agreement, not a one-sided contract. Fairness and balance should guide the terms, regardless of company size.
  • Is Anything One-Sided? A true partnership is a two-way street, so if you see clauses that disproportionately benefit one side, it’s a red flag. For example, one party may demand termination for convenience, but this should be a mutually available option for both sides. Make sure there’s symmetry in the agreement to ensure that both parties feel valued and protected.
  • Is Anything Unnecessary? In my experience, a significant amount of time in negotiations is spent revisiting the same few clauses and sections. So ask yourself: Do these clauses need to be there at all? If they’re not essential to the partnership’s success, consider eliminating them. Streamlining the agreement not only saves time but also ensures that the contract remains focused on what truly matters.