Business Partnership Proposal
For a contemplated Partnership, Strategic Alliance or Joint Venture (JV) between [SENDER.Co
mpany] (or “COMPANY A”), [CLIENT.Company] (or “COMPANY B”).
Submitted by: [SENDER.Company]
This proposal contains the proprietary information of [CLIENT.Company] and shall not be
shared outside of the above named parties.
Background
[CLIENT.Company] met with COMPANY A and COMPANY C and shared with them its plans
related to [DESCRIBE THE BUSINESS VENTURE].
[CLIENT.Company] possesses rare insights and expertise necessary to develop systems and
applications related to the above, while COMPANY A 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... (COMPANY A & COMPANY B)
A more sophisticated application for comprehensive project-based catalog management
services (COMPANY B)
Data & Analytics –
A web-based data and analytics platform that will give… (COMPANY A & COMPANY B)
Contributions & Responsibilities of the Parties
COMPANY B owns intellectual property, including, but not limited to, plans, methods and
processes needed for the development of the systems and applications contemplated above.
COMPANY A 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 COMPANY A.
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.
COMPANY B COMPANY A
COMPANY B COMPANY A
Web-based DIY Catalog Intellectual property, Capital/Software
Management platform including plans & know- Development
how.
Project-based Catalog Intellectual property, Capital/Software
Management application including plans & know- Development
how.
Web-based Data & Intellectual property, Capital/Software
Analytics platform including plans & know- Development
how.
DEVELOPMENT Intellectual property, Capital/Software
PHASE including plans & know- Development
how.
Intellectual property, Capital/Software
including plans & know- Development
how.
Intellectual property, Capital/Software
including plans & know- Development
how.
Intellectual property, COMPANY A clients
including plans & know-
how.
COMPANY B COMPANY A
Web-based DIY Catalog Consult on upgrades & Website hosting &
Management platform sales support maintenance &
customer service &
sales & marketing
Project-based Catalog COMPANY B will perform
Management application all efforts related to
project-based/non-DIY
services
EXECUTION PHASE Web-based Data & COMPANY B will share Website hosting &
Analytics platform data & provide sales maintenance &
support customer service &
sales & marketing
COMPANY B will perform
all royalty accounting
Sales support sales & marketing
Sales support sales & marketing
COMPANY B will have
right of first refusal for
these services
The following depends on legal structure of the arrangement. The below assumes a strategic
alliance will be formed.
COMPANY B COMPANY A
Web-based DIY Catalog Ownership of IP and Perpetual License to be
Management platform Tech agreed
Project-based Catalog Ownership of IP and Perpetual License to be
Management application Tech agreed
DEVELOPMENT Web-based Data & COMPANY B will share Perpetual License to be
PHASE Analytics platform data & provide sales agreed
support
Ownership of IP and COMPANY B may opt
Tech 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/Royalty
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.FirstName] [SENDER.LastName]
[SENDER.Company]
___________________________ ______________
[COMPANY B.FirstName] [COMPANY B.LastName]
[CLIENT.Company]
