BUSINESS PARTNERSHIP PROPOSAL TEMPLATE
Prepared by: [Sender.FirstName][Sender.LastName] [Sender.Company]
Prepared for: [Signer.FirstName][Signer.LastName] [Signer.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 [Signer.Company] 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 DIY web-based platform wherein… ([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 |
| | [Signer.Company] | [Sender.Company] |
---|---|---|---|
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]
MM / DD / YYYY
Signature
[Signer.Company]
MM / DD / YYYY
Signature