Business Partnership Proposal Template

Prepared for:
Client Name
[Client.Company]

Prepared by:
Sender Name
[Sender.Company]

For a contemplated Partnership, Strategic Alliance or Joint Venture (JV) between [Sender.Company] (or “[Sender.Company]”), [Signer.Company](or “[Signer.Company]”).

Submitted by: [Signer.Company].

This proposal contains the proprietary information of [Signer.Company]and shall not be shared outside of the above named parties.

Background

[Signer.Company] met with [Sender.Company] and COMPANY C and shared with them its plans related to describe the business venture.

[Signer.Company] possesses rare insights and expertise necessary to develop systems and applications related to the above, while [Sender.Company] has the resources needed to develop such systems and applications.

The parties believe there may be mutual benefit in forming a business partnership or strategic alliance and pooling their resources and assets in order to pursue the objectives below.

Objectives of the parties

Catalog Management –

A DIY web-based platform wherein… ([Sender.Company] & [Signer.Company])
A more sophisticated application for comprehensive project-based catalog management services ([Signer.Company])

Data & Analytics –

A web-based data and analytics platform that will give… ([Sender.Company] & [Signer.Company])

Contributions & responsibilities of the parties

[Signer.Company] owns intellectual property, including, but not limited to, plans, methods and processes needed for the development of the systems and applications contemplated above.

[Sender.Company] brings capital/resources and marketing and business development expertise as well as expertise in hosting and managing online subscription-based platforms. NOTE: the arrangement could be set up where funding is sought from outside [Sender.Company].

The below table shows each parties’ anticipated contributions during the development and execution phases of any strategic alliance or partnership that may be entered into.

		[Signer.Company]	[Sender.Company]
Development phase	Web-based DIY Catalog Management platform	Intellectual property, including plans & know-how.	Capital/Software Development
	Project-based Catalog Management application	Intellectual property, including plans & know-how.	Capital/Software Development
	Web-based Data & Analytics platform	Intellectual property, including plans & know-how.	Capital/Software Development
		Intellectual property, including plans & know-how.	Capital/Software Development
		Intellectual property, including plans & know-how.	[Sender.Company] clients
		Intellectual property, including plans & know-how.	Capital/Software Development
Execution phase	Web-based DIY Catalog Management platform	Consult on upgrades & sales support	Website hosting & maintenance & customer service & sales & marketing
	Project-based Catalog Management	[Signer.Company] will perform all efforts related to project-based/non-DIY services
	Web-based Data & Analytics platform	[Signer.Company] will share data & provide sales support	Website hosting & maintenance & customer service & sales & marketing
		[Signer.Company] will perform all royalty accounting
		Sales support	Sales & marketing
		[Signer.Company] will have right of first refusal for these services

Rights in Developed Software & Services

The following depends on legal structure of the arrangement. The below assumes a strategic alliance will be formed.

		[Signer.Company]	[Sender.Company]
Development phase	Web-based DIY Catalog Management platform	Ownership of IP and Tech	Perpetual License to be agreed
	Project-based Catalog Management application	Ownership of IP and Tech	Perpetual License to be agreed
	Web-based Data & Analytics platform	Ownership of IP and Tech	Perpetual License to be agreed
		Ownership of IP and Tech	[Signer.Company] may opt to license as add-on to DIY catalog mgmt. platform
			Rights/ownership in musical works in whole or part to be agreed – subject to existing agmts.
		Right of first refusal on…

Legal considerations

This potential alliance or partnership could take a number of forms. Given the complexities, a strategic alliance agreement may make the most sense, but we need to clarify a number of items for that kind of agreement (e.g. revenue/profit splits or royalty payments). A JV could be construed as a partnership and if a JV is desired, it may make sense to set the JV up as an LLC for liability reasons. This could get complicated.

Revenue or profit splits / royalties

A discussion around revenue share, profit share or royalties is dependent on the legal considerations above. We will leave this TBD for now.

AGREED BY THE PARTIES:

[Sender.Company]

Signature

MM / DD / YYYY

[Client.Company]

Signature

MM / DD / YYYY