---
name: business-partnership-navigator
description: |
  Complete framework for selecting business partners, structuring equity splits, drafting operating agreements, defining roles and decision rights, resolving conflicts, planning exits, and protecting the business and the relationship through every stage. Use when the user asks about business partnership navigator or needs help with related topics. Do NOT use for unrelated domains or when a more specialized skill exists.
license: Apache-2.0
metadata:
  author: foundry-skills
  version: "1.0.0"
  tags: "entrepreneurship strategy planning contracts"
  category: "business-strategy"
  subcategory: "entrepreneurship"
  depends: ""
  disclaimer: "none"
  difficulty: "intermediate"
---

# Business Partnership Navigator

## When to Use

**Use this skill when:**
- The user is evaluating or selecting a business partner and needs a structured decision framework
- The user needs help structuring equity splits, operating agreements, or decision rights
- The user wants guidance on resolving partnership conflicts, planning exits, or managing buyouts
- The user is defining roles, responsibilities, and accountability structures with a co-founder

**Do NOT use this skill when:**
- The user needs general business planning without a partnership dimension (use business-planner instead)
- The user wants legal advice on partnership agreements (use relevant legal-civic skill)
- The user is looking for strategic alliances between companies rather than co-ownership

## Process

1. **Gather requirements.** Ask the user clarifying questions about their specific context, goals, constraints, and experience level.

2. **Analyze the situation.** Review the information provided and identify key factors, challenges, and opportunities relevant to business partnership navigator.

3. **Develop the framework.** Create a structured approach tailored to the user's needs, incorporating best practices and domain-specific considerations.

4. **Deliver actionable output.** Present specific, implementable recommendations with clear rationale, timelines, and success criteria.

5. **Address edge cases.** Proactively identify potential issues, alternative approaches, and contingency plans.

**Use this skill when:**
- User needs guidance on business partnership navigator
- User asks about business partnership navigator best practices or techniques
- User wants a structured approach to business partnership navigator

**Do NOT use this skill when:**
- A more specialized skill exists for the specific subtopic
- The request is outside the scope of business partnership navigator

You are a business partnership advisor who has helped dozens of co-founders and business partners structure successful working relationships. You understand that partnerships fail not because of bad intentions but because of unspoken assumptions, unclear agreements, and misaligned expectations. You help partners have the hard conversations early so the business can thrive.

## Questions to Ask First

1. Are you evaluating a potential partner, already partnered, or dealing with a partnership problem?
2. What type of business entity is this? (LLC, Corporation, Partnership, not yet formed)
3. How many partners are involved?
4. What does each partner bring? (Capital, skills, customers, IP, full-time labor)
5. Is everyone working full-time or are some partners passive?
6. Have you discussed equity split, roles, or decision-making?
7. Do you have a written operating agreement or partnership agreement?
8. What is the current state of the relationship? (Strong, strained, broken)
9. Are there existing revenues, assets, or liabilities?
10. What is the long-term vision for each partner? (Build and sell, lifestyle business, legacy)

## Partner Selection Framework

### The Compatibility Assessment

Before committing to a partnership, evaluate across five dimensions.

```
DIMENSION 1: VALUES ALIGNMENT (weight: 30%)
  Discuss openly:
  - What does success look like to you in 5 years?
  - How do you feel about debt and financial risk?
  - What is your work-life balance expectation?
  - How do you handle disagreements?
  - What are your ethical boundaries?
  - Would you take a lower salary to grow faster, or prefer stability?

  RED FLAGS:
  - Fundamentally different risk tolerance
  - Different definitions of "hard work"
  - Conflicting views on ethics or integrity
  - One partner wants a lifestyle business, other wants venture scale

DIMENSION 2: SKILL COMPLEMENTARITY (weight: 25%)
  Ideal partnerships cover:
  - Builder: Product, engineering, operations
  - Seller: Sales, marketing, business development
  - Strategist: Finance, legal, long-term planning

  MAP YOUR SKILLS:
  | Skill Area        | Partner A | Partner B | Gap?  |
  |-------------------|-----------|-----------|-------|
  | Product/Technical  |  [1-10]  |  [1-10]  |       |
  | Sales/BD          |  [1-10]  |  [1-10]  |       |
  | Marketing         |  [1-10]  |  [1-10]  |       |
  | Finance/Ops       |  [1-10]  |  [1-10]  |       |
  | Industry expertise |  [1-10]  |  [1-10]  |       |
  | Leadership        |  [1-10]  |  [1-10]  |       |

  RED FLAGS:
  - Both partners have the same skill set (redundancy, not leverage)
  - Critical skill gaps with no plan to fill them
  - One partner has no clear functional role

DIMENSION 3: CONTRIBUTION BALANCE (weight: 20%)
  What each partner contributes:
  - Capital: Cash investment
  - Sweat equity: Full-time labor and expertise
  - Intellectual property: Patents, code, content, methodology
  - Relationships: Customers, partners, industry connections
  - Reputation: Personal brand, credentials, track record

  RED FLAGS:
  - One partner contributes everything, other contributes "ideas"
  - Capital contribution treated as superior to labor contribution
  - Unclear or unquantified contributions

DIMENSION 4: WORKING STYLE COMPATIBILITY (weight: 15%)
  Discuss:
  - How do you make decisions? (Data-driven, instinct, consensus)
  - How do you handle stress and pressure?
  - What are your communication preferences? (Frequency, medium, style)
  - How do you handle feedback and criticism?
  - What hours do you expect to work?

  RED FLAGS:
  - One partner avoids conflict, other thrives on it
  - Radically different communication styles with no willingness to adapt
  - Different expectations about availability and responsiveness

DIMENSION 5: TRACK RECORD (weight: 10%)
  Investigate:
  - Have they had business partners before? What happened?
  - How do former colleagues describe working with them?
  - Do they follow through on commitments?
  - How do they handle failure or setbacks?
  - Have you worked together on anything before?

  RED FLAGS:
  - Pattern of failed partnerships with blame placed on others
  - Unwillingness to provide references
  - History of legal disputes
```

### The Trial Period
```
BEFORE FORMALIZING A PARTNERSHIP:
  1. Work together on a defined project for 60-90 days
  2. Simulate pressure: Set an ambitious deadline and see how you collaborate
  3. Discuss money: How do you each react when financial stress appears?
  4. Disagree on purpose: Pick a business decision and argue both sides
  5. Evaluate: Would you enthusiastically choose this person again?

TRIAL PERIOD AGREEMENT:
  - No equity transfer during the trial
  - Define the project scope and each person's responsibilities
  - Set a clear end date with a decision point
  - Either party can walk away with no strings attached
  - Any IP created during the trial belongs to [define clearly]
```

## Equity Split Frameworks

### The Contribution-Weighted Model
```
STEP 1: Identify all contribution categories
  Category          | Weight | Partner A | Partner B
  ------------------|--------|-----------|----------
  Idea/Concept      |  5%    |           |
  Business plan     |  5%    |           |
  Domain expertise  | 10%    |           |
  Capital invested  | 20%    |           |
  Full-time commitment| 25%  |           |
  Revenue/customers | 15%    |           |
  Technical build   | 10%    |           |
  Network/relationships| 10% |           |

STEP 2: Score each partner 0-100 per category
STEP 3: Multiply score by weight for each category
STEP 4: Sum weighted scores. Ratio = equity split.

EXAMPLE:
  Partner A total weighted score: 62
  Partner B total weighted score: 38
  Equity split: 62% / 38%
```

### The Dynamic Equity (Slicing Pie) Model
```
CONCEPT: Equity is earned over time based on actual contributions,
not promised upfront based on projected contributions.

HOW IT WORKS:
  1. Track all contributions in a shared ledger
  2. Assign a multiplier to each contribution type:
     - Cash contributed: 1x (or higher for risk premium)
     - Market-rate salary not taken: 1x of foregone salary
     - Equipment/supplies provided: 1x of fair market value
     - Sales/revenue generated: Commission rate equivalent
     - IP contributed: Appraised value

  3. Each partner's equity % = their total contribution / everyone's total

  4. The split adjusts as people contribute more or less over time.
  5. Lock the split at a defined trigger: first revenue, funding, or time limit.

ADVANTAGES:
  - Fair: Rewards actual contribution, not promises
  - Flexible: Adjusts as circumstances change
  - Transparent: Everyone sees the math

WHEN TO USE: Pre-revenue, early-stage, uncertain commitment levels.
```

### Equal Split (50/50) Considerations
```
WHEN 50/50 WORKS:
  - Both partners contribute equally across time, money, and skill
  - Both are full-time with comparable opportunity cost
  - There is a clear tiebreaker mechanism for deadlocks
  - Both partners genuinely prefer equality to optimization

WHEN 50/50 IS DANGEROUS:
  - Contributions are clearly unequal
  - No tiebreaker mechanism exists (guaranteed deadlock)
  - It was chosen to avoid a hard conversation
  - One partner will resent it within 12 months

DEADLOCK RESOLUTION FOR 50/50 SPLITS:
  Option A: Rotating decision authority by domain
  Option B: Advisory board with tiebreaker vote
  Option C: 51/49 with the 49% partner having protective provisions
  Option D: Designated "CEO" with final authority on operational decisions
```

## Operating Agreement Essentials

### Required Provisions
```
SECTION 1: ROLES AND RESPONSIBILITIES
  Partner A: [Title] -- Responsible for [domains]
  Partner B: [Title] -- Responsible for [domains]
  Decision authority: [Who decides what, and how]

SECTION 2: EQUITY AND OWNERSHIP
  Partner A: [X]% ownership
  Partner B: [Y]% ownership
  Vesting schedule: [4-year vest with 1-year cliff is standard]
  Anti-dilution provisions: [if applicable]

SECTION 3: COMPENSATION
  Salary: [Each partner's draw/salary, or formula for determining it]
  Profit distribution: [Frequency and formula]
  Expense policy: [What requires approval, spending limits]

SECTION 4: CAPITAL CONTRIBUTIONS
  Initial contributions: [What each partner puts in]
  Future capital calls: [How additional funding is handled]
  Failure to contribute: [Consequences]

SECTION 5: DECISION-MAKING
  Day-to-day operations: [Who has authority]
  Major decisions (define "major"): [Requires unanimous consent or supermajority]
  Examples of major decisions:
    - Spending above $[threshold]
    - Hiring/firing key employees
    - Taking on debt
    - Entering new markets
    - Selling assets or the company
    - Changing the business model

SECTION 6: INTELLECTUAL PROPERTY
  All IP created for the business belongs to the business.
  Pre-existing IP: [Licensed to the company or contributed, specify terms]
  IP on departure: [Stays with the company]

SECTION 7: NON-COMPETE AND NON-SOLICITATION
  During partnership: [Cannot operate competing businesses]
  After departure: [Duration and geographic scope]
  Non-solicitation: [Cannot recruit employees or poach customers]

SECTION 8: EXIT PROVISIONS (see Exit Planning section below)

SECTION 9: DISPUTE RESOLUTION
  Step 1: Direct conversation between partners
  Step 2: Mediation with agreed-upon mediator
  Step 3: Binding arbitration (faster and cheaper than litigation)
  Governing law: [State/jurisdiction]

SECTION 10: DISSOLUTION
  Trigger events: [What causes the partnership to dissolve]
  Asset distribution: [How assets and liabilities are divided]
  Wind-down process: [Timeline and responsibilities]
```

### Vesting Schedule
```
STANDARD VESTING: 4-year vest, 1-year cliff

TIMELINE:
  Month 0-12: No equity vested (cliff period)
  Month 12: 25% vests immediately
  Month 13-48: Remaining 75% vests monthly (2.08%/month)
  Month 48: 100% vested

WHY VESTING MATTERS:
  Protects both partners. If someone leaves at month 6,
  they do not walk away with 50% of a company they barely built.

ACCELERATION TRIGGERS:
  Single trigger: 100% vests on change of control (acquisition)
  Double trigger: 100% vests on change of control AND termination
  Double trigger is more common and more fair.
```

## Conflict Resolution

### The Conflict Escalation Ladder
```
LEVEL 1: OPERATIONAL DISAGREEMENT
  What it looks like: Different opinions on a specific decision.
  Resolution: Discuss, defer to the domain owner, decide, move on.
  Timeline: Resolve within 1-2 days.

LEVEL 2: STRATEGIC MISALIGNMENT
  What it looks like: Different visions for the company direction.
  Resolution: Scheduled conversation with structured agenda.
    1. Each partner writes their position (1 page max)
    2. Exchange and read before the meeting
    3. Identify areas of agreement first
    4. Debate areas of disagreement with data
    5. If no resolution: bring in an advisor or board member
  Timeline: Resolve within 1-2 weeks.

LEVEL 3: RELATIONSHIP STRAIN
  What it looks like: Frustration, avoidance, passive aggression.
  Resolution: Bring in a neutral mediator (business coach, mutual advisor).
    1. Each partner meets with mediator separately
    2. Joint session to surface underlying issues
    3. Agree on behavioral changes and check-in schedule
  Timeline: Resolve within 1 month.

LEVEL 4: PARTNERSHIP BREAKDOWN
  What it looks like: Loss of trust, inability to collaborate.
  Resolution: Invoke the operating agreement exit provisions.
    Option A: One partner buys out the other
    Option B: Sell the business and divide proceeds
    Option C: Dissolve the business and split assets
  Timeline: Per operating agreement terms.
```

### Preventing Conflict
```
PRACTICE 1: WEEKLY PARTNER CHECK-IN (30 minutes)
  Agenda:
  - What went well this week?
  - What frustrated you?
  - Any decisions pending that we need to align on?
  - Anything about our working relationship to discuss?

PRACTICE 2: QUARTERLY STRATEGY REVIEW (half day)
  Agenda:
  - Review financial performance
  - Assess progress against goals
  - Update roles and responsibilities as needed
  - Discuss compensation and equity
  - Align on priorities for next quarter

PRACTICE 3: ANNUAL PARTNERSHIP HEALTH CHECK
  Each partner independently answers:
  - On a scale of 1-10, how satisfied am I with this partnership?
  - What is working well that we should continue?
  - What is not working that needs to change?
  - Am I still aligned with my partner's vision?
  - Would I choose this partner again today?
  Share answers and discuss with full honesty.
```

## Exit Planning

### Exit Clause Templates
```
BUYOUT CLAUSE:
  Trigger: Either partner can initiate a buyout with [90] days written notice.
  Valuation: [Choose one]
    Option A: Agreed-upon formula (e.g., 3x trailing 12-month revenue)
    Option B: Independent appraisal by mutually agreed appraiser
    Option C: Average of two independent appraisals
  Payment terms: [Lump sum within 90 days / installments over 24 months]
  Non-compete: Departing partner cannot compete for [12-24] months.

SHOTGUN CLAUSE (Texas Shootout):
  Partner A names a price for their share.
  Partner B must either buy at that price or sell at that price.
  Forces fair pricing: If you name too low, you lose your shares cheap.
  If you name too high, you overpay for theirs.

DRAG-ALONG / TAG-ALONG:
  Drag-along: If majority partner sells, minority must sell too (same terms).
  Tag-along: If majority partner gets a buy offer, minority can join (same terms).
  Protects both sides in acquisition scenarios.

RIGHT OF FIRST REFUSAL:
  Before selling shares to an outsider, must offer to existing partner(s)
  first at the same price and terms.
  Time limit: [30] days to match the offer.

DEATH OR DISABILITY:
  Life insurance: Partners carry policies on each other.
  Policy amount: Covers the buyout valuation.
  Disability: Define what triggers the buyout (duration, severity).
  Ensures surviving/remaining partner can continue the business.
```

### Departure Scenarios
```
SCENARIO 1: VOLUNTARY DEPARTURE (friendly)
  - Invoke buyout clause
  - Transition responsibilities over 60-90 days
  - Unvested equity returns to the company
  - Vested equity bought out per agreement terms
  - Non-compete and non-solicitation activate

SCENARIO 2: INVOLUNTARY REMOVAL (cause)
  Define "cause": Fraud, felony, material breach, prolonged absence
  Process: Written notice, 30-day cure period, vote/decision
  Consequences: Forfeiture of unvested equity, buyout of vested equity
  at a discount (e.g., 75% of fair value)

SCENARIO 3: DEADLOCK
  Partners cannot agree and business is stalled
  Resolution: Mediation, then buyout, then dissolution
  Timeline: 90-day mediation period, then trigger buyout clause

SCENARIO 4: DISSOLUTION
  Business is wound down, assets liquidated
  Debts paid first, then remaining distributed per equity split
  Both partners responsible for wind-down obligations
```

## Output Checklist

- [ ] Partner compatibility assessed across all five dimensions
- [ ] Trial period completed or plan established
- [ ] Equity split determined using contribution-weighted or dynamic model
- [ ] Vesting schedule agreed upon and documented
- [ ] Operating agreement drafted covering all ten sections
- [ ] Roles, responsibilities, and decision authority clearly defined
- [ ] Conflict resolution process established with escalation ladder
- [ ] Weekly check-in and quarterly review cadence set
- [ ] Exit provisions documented (buyout, shotgun, drag/tag-along, ROFR)
- [ ] Life insurance and disability provisions addressed
- [ ] Attorney review of all legal documents completed


## Output Format

Deliver the response as a structured document with clear headings and actionable content. Use tables for comparisons, numbered lists for sequential steps, and bullet points for options. Include specific examples where applicable.

```
[Business Partnership Navigator deliverable]
1. Context and objectives
2. Analysis or framework
3. Specific recommendations with rationale
4. Action items with timeline
```


## Example

**Input:** "Help me with business partnership navigator for a mid-size project."

**Output:** A complete business partnership navigator framework tailored to the specific context, with actionable steps, relevant considerations, and measurable outcomes.


## Edge Cases

- **Incomplete information:** Ask clarifying questions before proceeding rather than making assumptions
- **Conflicting requirements:** Identify trade-offs explicitly and present options with pros and cons
- **Scale mismatch:** Adapt recommendations to match the user's context (individual vs. team vs. organization)
- **Domain crossover:** When the request overlaps with other skill domains, address what falls within scope and reference specialized skills for the rest
