What each partner is responsible for

Define the contribution and the obligation

• Commercial purpose

  State what each party expects the partnership to achieve. A financial investor, operating company and public institution may judge progress differently; record those expectations while the arrangement can still be shaped around them.

• People, assets and intellectual property

  Identify what each party will supply and when it will be available. Include the obligations that must be fulfilled before the business can begin operating.

• Customer access and sales

  Describe the activities behind a promise of market access. Name who introduces prospects, who develops the opportunity and who remains responsible for converting it into revenue.

• Authority and information

  Set out which matters the parties decide together, what the operating management can authorize and which information each party receives. The operating plan should explain how those arrangements work in daily activity.

• Additional funding

  Discuss what happens if the business requires more capital or falls below plan. Establish how a request will be evaluated and how the parties will address a difference in their willingness to invest.

• Change and disagreement

  Agree on how a change in strategy is proposed and where a disagreement is escalated. Consider those arrangements before commercial pressure makes the discussion harder.

Carry the commercial agreement into the structure

Contributions need to be described in terms that can be reviewed. A party’s involvement should be connected to activities and obligations, with a way to assess whether they have been fulfilled.

Commercial principles should inform the legal structure and agreements. Qualified legal and tax advisers should address enforceability and jurisdiction-specific requirements. The operating plan still needs to explain how the parties will work together once those agreements are signed.