Partnership Agreements

Still on SaaS stories. And today, it’s my favourite topic: contracts… Two SaaS founders walked into a café in Berlin as friends. They walked out as partners on what they called "the easiest deal we've ever done." A handshake agreement: Company A (Munich) would white-label Company B's (Paris) analytics engine. Revenue share: 70/30. Both founders had built successful products before. Both believed lawyers would just slow things down. The integration took five months. It was beautiful. Customers loved it. Revenue grew 35% quarter-over-quarter. Then... Company A got an acquisition offer from a Swiss buyer. The acquirer asked a simple question: "Who owns the IP on the analytics engine?" The answer should've been simple, right? Ha-ha 😈 Company B had built it, but Company A had funded three custom features. The code lived in Company A's repo, but Company B retained access. Under French law, Company B might claim moral rights to their creation. Under German law, Company A might claim work-for-hire provisions. Good luck! Neither founder could produce a document clarifying ownership, usage rights, or what happens when the partnership ends. The acquirer's lawyers spent three weeks trying to untangle it. Eventually, they delivered an ultimatum: "Either buy out the IP from Company B completely, or we're out." Company B wanted €2.5M for a clean handoff. Company A offered €400K. Quite a gap, huh? The friendship ended in litigation spanning two jurisdictions. The acquisition fell through. Both companies lost their best engineers during the chaos. Final damage: something in the region of €9M in combined valuation, 16 months of growth momentum, and... that beautiful friendship that started over coffee. Contractual CLARITY in advance, BEFORE writing code could have prevented all of this mess. 👉 Ownership: Who holds IP rights to joint outcomes? Which jurisdiction's IP law governs? (Hint: "We'll figure it out later" doesn't work.) 👉 Usage: What can each party do with shared assets? What's off-limits, even after partnership ends? (Of course, it never will! Until it does.) 👉 Continuity: If the partnership dissolves, who keeps the tech? Who can licence it? Which national court has jurisdiction? Good partnerships are built on enthusiasm, yes. Great ones are built on clarity and... proper choice-of-law clauses. And in any case, good contracts make good collaborations. So... If your SaaS is growing through partnerships, make sure your IP scales across borders, before those café handshakes cost you everything. Want to build your partnership on solid contractual foundations? Reach out. info@wynants.eu

Don't let your startup fail before it starts! Starting a company is exciting. You’ve got a killer idea, a solid team, and the hustle to make it happen. But before you go all in, there’s one thing you can’t ignore, the co-founder agreement. Think of it like a prenup for your startup. It’s not the most exciting part, but trust me, it’s essential. A solid agreement sets the tone for a strong partnership and avoids major headaches down the road. As Paul Graham says, founder relationships can make or break a startup. Getting things in writing early can save you from a world of trouble later. What Should a Co-founder Agreement Cover? Here are a few key things to lock down: Equity Split: The big one. How’s ownership divided? Be real about contributions, past, present, and future. A 50/50 split isn’t always the way to go. Consider things like: Who had the original idea? Who’s putting in the cash? Who’s dedicating the most time? Who brings unique skills to the table? Vesting Schedule: Make sure founders earn their equity over time—usually over 4 years with a 1-year cliff. This protects the company if someone leaves early. Roles and Responsibilities: Define who’s doing what from day one. Who’s leading product? Who’s running sales? Clarity here avoids future confusion and tension. Decision-Making Process: How do you handle big decisions? Majority vote? Unanimous agreement? Who has the final say in specific areas? Intellectual Property (IP) Assignment: Everything built for the company should belong to the company, not individual founders. Founder Exit (a.k.a. "Founder Divorce"): What happens if someone leaves? How’s their equity handled? What about their responsibilities? Your vesting schedule is key here. Dispute Resolution: Even the best teams run into issues. How will you handle disagreements? Mediation? Arbitration? Better to figure this out now than later. Why This Matters Founder disputes are one of the top reasons startups fail. A good co-founder agreement helps: Avoid conflicts: Clear expectations prevent misunderstandings. Provide a playbook for resolving issues: When problems arise, you’ll have a plan in place. Protect the business: Whether a founder leaves or challenges come up, the company stays on track. So... have you signed yours yet?

If you're a creator, influencer, or educator, signing brand deals, I need you to hear this: Your IP is not just your content. It's your face. Your voice. Your likeness. And some contracts will take ownership of all of it if you're not paying attention. I've reviewed dozens of partnership agreements. Some were great. Others had clauses that would let a brand use my image in perpetuity, train AI models on my content, or repurpose a single video across every platform imaginable. So I put together a guide. In this month's Kesha Talks Tech newsletter, I share the 10 things every creator should look for before signing, including: → Exclusivity windows that block you from other deals → AI training rights buried in the fine print → Content ownership gaps that outlast the partnership → Indemnification clauses that put you on the financial hook → Usage rights that let one video show up everywhere This isn't legal advice. It's what I've learned from real contracts and real experience. You are your IP. Protect it accordingly. 🔗 Click below to read the full newsletter. 💬 What's the wildest clause you've ever seen in a brand deal? Drop it below.

The designer disappeared mid-project. Here’s the 1 clause that saved the deal. It looked like a dream deal. • One SaaS client. • One product agency. • One freelance designer on UI. Three parties. Everyone aligned. Everything moving forward. The agency came to us for the contract. They just wanted something “simple.” Scope, timeline, payments - done. But simple contracts don’t survive complex projects. So we asked the real questions. • What if the client delays feedback? • What if the designer goes missing mid-project? • What if the agency needs to push deadlines? They’re the parts that blow up a deal if they’re not written down. So we built the contract around the "what ifs." Not just the plan, but the back-up plan. • Clear responsibilities. • Fallback options. • Defined resolution timelines. And sure enough - a few weeks in, the designer dropped out. But instead of chaos, everyone opened the contract. Turned to page 5. Followed the steps. • No finger-pointing. • No legal panic. • No awkward emails. And if you want to do the same, then I recommend focusing on: 1) Contingency Clauses: What if feedback is late? Add a clause that pauses the timeline until it’s received.  2) Risks by People: If a designer or developer drops out, have a backup plan - like a replacement within 15 days.  3) Scope Creep If the client asks for extra features, ensure there’s a process for approving changes and costs.  4) Clear Termination Terms Can you exit if the project isn’t working? Include notice periods and payment for work done.  5) Dispute Resolution If things go south, arbitration under Indian law can resolve issues faster than courts. Ultimately, that’s what good contracts do. They don’t just record what you hope happens. They prepare you for what probably will. If you’re drafting contracts based on assumptions, you’re building your business on luck. And luck’s not a strategy. Plan for the messy parts. That’s what keeps the project - and the partnership - alive. --- ✍ Question: What’s the biggest project surprise you wish your contract had covered?

We survived a fire that wiped out everything we built. What I wasn't prepared for. came later. Some of you might be aware that I ran a personal mobility business as a side hustle from 2013 to 2019. Small team. Complementary skills. Real trust. 🤝 Then one night in 2015, a fire burned through most of our assets. 🔥 Painful? Yes. Our momentum was halted but we rebuilt anyway. Slowly. Piece by piece. At that point, we thought: "If we got through that. we can get through anything." I was wrong. A few years later, one partner had to leave. No drama. No fallout. Just life. And that's what hit hardest. 💔 Because nothing was written down. No exit terms. No commitment period. No plan for "what if someone leaves." The fire didn't break the business. This did. Not because anyone did anything wrong. But because we relied on trust. and forgot that trust is not a contract. 💡 That part? That's on me. If you're building something with someone, don't skip this: ✅ Define roles clearly ✅ Agree how long the founders are committed ✅ Decide upfront what happens if someone walks away Here's the uncomfortable one most people avoid: If someone leaves by choice, they take back what they put in. Not a share of what others continue to build. That's not harsh. That's protection. A partner agreement isn't about distrust. It's about respecting what you're building enough to protect it. Write it when things are good. Because when things change. that's when you'll wish you had. Are you in a partnership right now? Do you actually have this in place? 👇 #Entrepreneurship #Founders #SME #BusinessPartnerships #Startup

The airline partnership decision that gets misunderstood: Treating equity stakes as revenue generators. They're not. Delta's 49% stake in Virgin Atlantic doesn't directly impact the P&L. The transatlantic Joint Venture does, where Delta shares in profits from Virgin's Heathrow flights to North America alongside Air France and KLM. Equity partnerships are strategic enablers, not commercial mechanisms. Here's what actually drives commercial value: 𝗜𝗻𝘁𝗲𝗿𝗹𝗶𝗻𝗲 𝗔𝗴𝗿𝗲𝗲𝗺𝗲𝗻𝘁𝘀: The foundation. Enable multi-carrier bookings on a single ticket. Minimal integration, <5% revenue enhancement. Every deeper partnership starts here. 𝗦𝗽𝗲𝗰𝗶𝗮𝗹 𝗣𝗿𝗼𝗿𝗮𝘁𝗲 𝗔𝗴𝗿𝗲𝗲𝗺𝗲𝗻𝘁𝘀 (𝗦𝗣𝗔𝘀): The margin protector. Negotiate custom fare splits so you can price aggressively on interline connections without destroying yield. 3–8% revenue lift on affected routes, yet underutilized relative to their low-cost, high-impact potential. 𝗖𝗼𝗱𝗲𝘀𝗵𝗮𝗿𝗲 𝗔𝗴𝗿𝗲𝗲𝗺𝗲𝗻𝘁𝘀: Network multiplication. Put your code on a partner's metal, grow your network without adding aircraft. 5–12% traffic growth on codeshared routes. The workhorse of modern airline strategy. 𝗖𝗮𝗽𝗮𝗰𝗶𝘁𝘆 𝗣𝘂𝗿𝗰𝗵𝗮𝘀𝗲 𝗔𝗴𝗿𝗲𝗲𝗺𝗲𝗻𝘁𝘀 (𝗖𝗣𝗔𝘀): The feed machine. Pay another operator to fly your thinnest routes under your brand. You control revenue and risk; they deliver capacity at 15–25% lower unit cost than mainline. Essential for hub-feeder economics. 𝗦𝘁𝗿𝗮𝘁𝗲𝗴𝗶𝗰 𝗔𝗹𝗹𝗶𝗮𝗻𝗰𝗲: The multilateral play. Alliance membership (Star, SkyTeam, Oneworld) delivers coordinated schedules, FFP reciprocity, and broad codeshare access. 10–18% revenue enhancement, but requires significant systems integration. 𝗝𝗼𝗶𝗻𝘁 𝗩𝗲𝗻𝘁𝘂𝗿𝗲𝘀: Metal-neutral integration. Share profits and losses on specific routes as if you were one airline. 15–25% revenue uplift on Joint Venture routes when regulatory approval is granted. 𝗠𝗲𝗿𝗴𝗲𝗿 & 𝗔𝗰𝗾𝘂𝗶𝘀𝗶𝘁𝗶𝗼𝗻: Full consolidation under single ownership. Multiple brands and AOCs often remain, but revenue and cost synergies are captured at group level. Synergies typically range from 2.5-4.4% of revenues in successful integrations, but failures drive costs up as complexity overwhelms execution capability. The key insight? These partnerships don't form a ladder you climb. Airlines choose the structure that fits their strategic needs. The Quick Reference Guide below maps all 8 partnership types across three dimensions: integration depth, commercial value impact, and relative complexity. Which partnership structure do you see most underutilized? Let's discuss. 𝗟𝗶𝗸𝗲𝗱 𝘁𝗵𝗶𝘀 𝗽𝗼𝘀𝘁? 💾 Save for future reference 🔄 Share with your aviation network and spread the knowledge #AirlineStrategy #AirlinePartnerships #NetworkPlanning #Air52Insight

The real problem with PPP deals? Two sides think they’re partners but are actually playing against each other. I’ve been on both sides. Here’s what I leanred: MY EXPERIENCE ACROSS SECTORS Fresh out of university, I worked for a US city as a public servant. Learned early that the taxpayer is my customer. Simple as that. Later, from my private sector experience: In Kuwait, I joined a private joint venture (BOOT). We took real risk, unlocked investment for a zone that wouldn’t have developed otherwise. Years later, the public partner suspended the project for political reasons, despite success. In Oman, negotiations dragged over a year just to sign agreements. Excruciating—until I came to appreciate Oman’s meticulous planning after 8 years doing business there. In Jordan, as board member and IC chair for a municipality’s investment arm, I pushed boundaries without crossing lines. Explained capital risk from an investor’s lens. Introduced incentives—grace periods, reduced early rent—that transformed feasibility with little public cost. THE MINDSET REALITY How does each side actually thinks? Public Sector • Risk management always comes first • Public image matters more than profit • Political pressures shape decisions • Taxpayer accountability is everything Private Sector • Speed and execution are critical • Business development drives growth • IRR and returns determine success • Capital costs mount every single day Completely different priorities, pressures, and definitions of success. WHERE BOTH SIDES SOMETIMES MESS UP Public Sector - Dump too much risk/infrastructure on private - Make deals so risky private capital won’t touch them - Underestimate what private sector needs to make numbers work Private Sector - Assume the public sector doesn’t “get” business - Try to exploit perceived naivety - Focus only on quick wins, not relationships WHAT ACTUALLY WORKS - Public sector: Understand the business environment. create real incentives, not just obligations. - Private sector: Invest in the relationship beyond capital. Set new benchmarks for partnership. THE REAL INSIGHT When public partners take months for approvals, they’re not trying to be difficult. They’re managing taxpayer risk and political exposure. When private partners push aggressive timelines, they’re not being greedy. They’re dealing with real capital costs and market timing. Understanding this changes everything. The best PPPs happen when both sides get each other’s real constraints, perspectives, and work within them. Have more insights? Share

If you’re about to enter a business partnership, read this first. I was listening to Austin Okere, founder of CWG, and he said something every entrepreneur needs to tattoo on their mind: "Before you enter a partnership, define three things: Rules. Responsibility. Reward.” Simple. But most people ignore it. And that’s where the problem starts. Even in a 50–50 partnership, someone must lead. If you don’t define that early, it will define itself later… through conflict. Because the data is clear: • ~65% of startups fail due to co-founder conflict, not market or funding • pHarvard Business Review found that most partnerships without clear roles collapse within a few years Talent is rarely the issue. Alignment is. But when you get it right, the results are powerful. Think about Aliko Dangote and Devakumar Edwin. Over 30+ years together. Dangote sees the vision. Edwin executes with precision. From cement dominance across Africa to a $19B refinery— that kind of scale doesn’t happen without deep alignment. Or Warren Buffett and Charlie Munger; a partnership that lasted over four decades and built one of the most valuable companies in the world. The right partnership doesn’t just grow a business. It builds legacy. So before you sign that MoU or say “let’s do this together,” pause and answer this: 1️⃣ Rules — How are decisions made? Who has final say? 2️⃣ Responsibility — Who owns what? Be specific. 3️⃣ Reward — How are profits, equity, and exits structured? If you can’t answer these now… you’ll argue about them later. Partnerships can take you further and faster. But only when clarity leads the relationship. Don’t just chase collaboration. Chase alignment. Because in business, a bad partnership is often more expensive than going alone. Let’s ponder on these things

Your partners don't work for you. Stop treating them like they do. Yesterday I spoke with a CEO who was confused why all his new "partnerships" fizzled after signing agreements with "excited" partners. I asked him one question: "Did you set and align on goals and expectations with these partners?" The answer was no. Lightbulb moment… I hear this all the time. Teams are so focused on getting partners "over the line" they skip critical alignment conversations. Then three months later, they wonder why their hot new partnership became a nothing burger. Here are the things you need to discuss with new partners: - What does success look like for this partnership? - What are each side's expectations and goals? - What does the partner need from you to win? - How many customers could this be a fit for? - What resources can each side commit? - How does your partner program work? - How quickly can this be rolled out? - What do you need from them? - What’s the plan for success? - How will you track progress? If your partner isn't willing to have this conversation, they're not bought in. They're just being polite. They signed your agreement because it was easier than saying no. But they're never going to do the work. Things end how they begin. Stop celebrating signed agreements and skipping alignment. No launches. No deals. No results. Just another logo on your "partner page" that does nothing. The signature means nothing if the work doesn't follow. Make sure you align early and often. Set real expectations. Commit real resources. Define real success metrics. Track progress and force accountability. This will make all the difference in how your partnerships track.

Entering into a business partnership is serious business. When I create partnership agreements for my clients, I have a series of questions I ask to help the clients create a vision of what their partnership will look like (too often this is overlooked). Sometimes after I walk my clients through these questions, they decide not to enter into the partnership because the exercise makes them realize they are actually not on the same page for their business. So what are some issues/questions you should ask before getting into a business relationship? ➡️ How much is each person investing? Is the "investment" a loan? It is unfortunately common for business partners to conflate investments and loans. ➡️ How will each person divide tasks and labor? While most people have some idea, sometimes they do not go into enough depth. ➡️ How are profits and losses split (for an LLC) and is that different than percentage ownership? ➡️ What are some mandatory "must sell back to company" triggers, like if a business partner moves or stops working in the business? ➡️ What happens if business owners cannot agree and at are an impasse? What does that deadlock clause look like? ➡️ What decisions require unanimous for majority consent? ➡️ What happens if one business partner passes away? ➡️ Are business members compensated for work outside of profits/distributions? ➡️ What type of and level of work do the business partnership believe it takes for the business to succeed? ➡️ Who owns any intellectual property? A particular member or the company itself? It's amazing to watch a potential business evolve just from these questions, and I love when my clients say "I did not think of that point, thank you!"