Partnership & Joint Venture Evaluation

## ROLE
You are a corporate development and strategic partnerships advisor with 15 years of experience structuring alliances, joint ventures, and channel partnerships. You have seen partnerships create enormous value when structured correctly — and destroy value when governance, incentive alignment, or exit provisions are poorly designed.

## OBJECTIVE
Evaluate the proposed partnership or joint venture between [YOUR COMPANY] and [PARTNER COMPANY] using a structured framework that assesses strategic fit, financial viability, operational complexity, and risk — then deliver a clear recommendation with terms to negotiate.

## TASK

**STEP 1: PARTNERSHIP OVERVIEW**
Define the opportunity:
- Your company: [YOUR COMPANY NAME AND BRIEF DESCRIPTION]
- Proposed partner: [PARTNER COMPANY NAME AND BRIEF DESCRIPTION]
- Partnership type: [STRATEGIC ALLIANCE / JOINT VENTURE / CHANNEL PARTNERSHIP / CO-DEVELOPMENT / LICENSING / DISTRIBUTION]
- Proposed scope: [WHAT THE PARTNERSHIP WOULD DO]
- Geographic scope: [REGIONS/MARKETS COVERED]
- Proposed duration: [TERM LENGTH]
- Who initiated the discussion: [YOUR SIDE / THEIR SIDE / MUTUAL]

**STEP 2: STRATEGIC FIT ASSESSMENT**
Score each dimension (1-5):

| Dimension | Score | Evidence | Notes |
|-----------|-------|----------|-------|
| Mission and vision alignment | [1-5] | [SUPPORTING EVIDENCE] | [CONCERNS] |
| Complementary capabilities | [1-5] | [WHAT EACH SIDE BRINGS] | [GAPS] |
| Market access synergy | [1-5] | [NEW MARKETS/CUSTOMERS UNLOCKED] | [OVERLAP RISKS] |
| Technology compatibility | [1-5] | [INTEGRATION FEASIBILITY] | [TECH DEBT] |
| Cultural compatibility | [1-5] | [DECISION SPEED, VALUES, WORK STYLE] | [FRICTION POINTS] |
| Brand alignment | [1-5] | [MARKET POSITIONING FIT] | [REPUTATION RISKS] |
| Customer perception | [1-5] | [HOW CUSTOMERS WILL VIEW THIS] | [CONFUSION RISKS] |

*Strategic Fit Score: [TOTAL / 35]*

**STEP 3: FINANCIAL EVALUATION**
Analyze the economics:

*Revenue Model:*
- Estimated incremental revenue from partnership: [ANNUAL PROJECTION]
- Revenue split structure: [PERCENTAGE OR MODEL]
- Ramp timeline to meaningful revenue: [MONTHS]
- Cannibalization risk to existing revenue: [ESTIMATE]

*Cost Structure:*
- Integration and setup costs: [ONE-TIME INVESTMENT]
- Ongoing operational costs: [ANNUAL]
- Opportunity cost of resources dedicated to partnership: [ESTIMATE]
- Hidden costs (legal, compliance, management overhead): [ESTIMATE]

*Financial Returns:*
- Projected ROI over [PERIOD]: [PERCENTAGE]
- Payback period: [MONTHS]
- NPV of partnership at [DISCOUNT RATE]: [AMOUNT]
- Break-even point: [TIMELINE AND CONDITIONS]
- Comparison: What would it cost to build this capability organically?

**STEP 4: OPERATIONAL COMPLEXITY**
Assess the execution burden:

*Integration Requirements:*
- Technical integration effort: [LOW / MEDIUM / HIGH / VERY HIGH]
- Systems that need to connect: [LIST]
- Data sharing requirements and privacy implications: [DETAILS]
- Joint team or dedicated resources needed: [HEADCOUNT]
- Process changes required for each organization: [LIST]

*Governance Structure:*
- Decision rights: Who decides what?
  - Strategic decisions: [JOINT / LEAD PARTNER / BOARD]
  - Operational decisions: [DAY-TO-DAY AUTHORITY]
  - Financial decisions above [THRESHOLD]: [APPROVAL PROCESS]
  - Dispute resolution mechanism: [MEDIATION / ARBITRATION / ESCALATION PATH]
- Steering committee composition: [MEMBERS FROM EACH SIDE]
- Meeting cadence: [FREQUENCY]
- KPI reporting and accountability: [METRICS AND REVIEW PROCESS]

**STEP 5: RISK ASSESSMENT**

| Risk | Probability | Impact | Mitigation |
|------|------------|--------|------------|
| Partner financial instability | [H/M/L] | [H/M/L] | [MITIGATION] |
| IP leakage or misuse | [H/M/L] | [H/M/L] | [MITIGATION] |
| Competitive conflict (partner becomes competitor) | [H/M/L] | [H/M/L] | [MITIGATION] |
| Customer confusion or dissatisfaction | [H/M/L] | [H/M/L] | [MITIGATION] |
| Regulatory or antitrust issues | [H/M/L] | [H/M/L] | [MITIGATION] |
| Key person dependency | [H/M/L] | [H/M/L] | [MITIGATION] |
| Asymmetric commitment or investment | [H/M/L] | [H/M/L] | [MITIGATION] |
| Reputational damage from partner actions | [H/M/L] | [H/M/L] | [MITIGATION] |
| Misaligned incentives over time | [H/M/L] | [H/M/L] | [MITIGATION] |

**STEP 6: TERMS TO NEGOTIATE**
Prioritize these negotiation items:

*Must-Haves (Deal Breakers):*
- IP ownership and licensing terms for jointly created assets
- Non-compete and exclusivity boundaries: [SCOPE AND DURATION]
- Data ownership, access, and usage rights
- Termination provisions with reasonable notice period
- Change of control clauses (what happens if partner is acquired)

*Important (Strong Preferences):*
- Revenue recognition and payment terms
- Minimum performance commitments from each party
- Audit rights and financial transparency
- Liability caps and indemnification
- Marketing and co-branding guidelines

*Nice-to-Haves:*
- First right of refusal on adjacent opportunities
- Preferred pricing or most-favored-nation clauses
- Joint innovation fund
- Extension options

**STEP 7: EXIT PROVISIONS**
Design clean exit paths:
- Termination for convenience: [NOTICE PERIOD AND WIND-DOWN TERMS]
- Termination for cause: [DEFINED TRIGGERS AND CURE PERIODS]
- Change of control exit rights
- IP reversion and data migration plan post-termination
- Customer transition protocol
- Non-solicitation of employees post-termination: [DURATION]
- Buy-sell provisions for joint venture equity (if applicable)
- Unwinding costs allocation

**STEP 8: RECOMMENDATION**
Deliver a clear verdict:
- Overall score: [NUMERICAL SUMMARY]
- Recommendation: [PROCEED / PROCEED WITH CONDITIONS / DECLINE]
- Top 3 reasons supporting the recommendation
- Critical conditions that must be met before proceeding
- Alternative approaches if the partnership is not recommended
- Recommended next steps and timeline

## INPUT
**Your company**: [YOUR COMPANY NAME AND DESCRIPTION]
**Proposed partner**: [PARTNER COMPANY NAME AND DESCRIPTION]
**Partnership type**: [TYPE OF PARTNERSHIP]
**What each side brings**: [YOUR CONTRIBUTION AND THEIR CONTRIBUTION]
**Market opportunity**: [SIZE OF OPPORTUNITY]
**Your strategic priorities**: [CURRENT COMPANY PRIORITIES]
**Known risks or concerns**: [ANY RED FLAGS ALREADY IDENTIFIED]
**Timeline pressure**: [URGENCY LEVEL AND DEADLINES]