Demand Protection Term Sheet

I. Introduction

Welcome to the Term Sheet for a Partnership Agreement facilitated by [YOUR COMPANY NAME]. This document outlines the preliminary terms and conditions under which the partners, [Partner 1 Name] and [Partner 2 Name], agree to form a joint venture or partnership. The primary aim of this term sheet is to establish a clear framework for the partnership, focusing on demand protection clauses to safeguard the interests of both parties and ensure a mutual understanding of duties and dispute resolution mechanisms.

II. Parties Involved

The partnership outlined in this Term Sheet involves the following parties:

• [Partner 1 Name], having its principal office at [Partner 1 Address]

• [Partner 2 Name], having its principal office at [Partner 2 Address]

This Term Sheet will refer to [Partner 1 Name] and [Partner 2 Name] collectively as "the Partners". Each partner agrees to contribute resources, and share risks, and profits following the terms set out below.

III. Purpose and Scope of the Partnership

The main objectives of forming this partnership are:

• To combine resources and expertise in [specific field or industry]

• To jointly develop and market new products or services

• To expand into new markets and increase competitive advantage

The scope of this partnership will initially cover but is not limited to:

• Research and development activities

• Marketing and sales strategies

• Operational management and logistics

IV. Capital Contributions and Ownership

Each partner agrees to the following capital contributions and will receive the corresponding ownership interest:

Partner	Capital Contribution	Ownership (%)
[Partner 1 Name]	[Amount/Asset]	[Percentage]
[Partner 2 Name]	[Amount/Asset]	[Percentage]

Additional contributions, whether financial or in-kind, will be addressed in the definitive agreement, specifying further terms under which these contributions may vary and the effects on ownership stakes.

V. Roles and Responsibilities

The roles and responsibilities of each partner are as follows:

• [Partner 1 Name]: [Describe Roles]

• [Partner 2 Name]: [Describe Roles]

Each partner commits to performing their roles diligently and coordinating effectively with the other partner to achieve the partnership’s objectives. The particulars of these roles will be elaborated and officially documented in the ensuing binding agreement.

VI. Governance and Decision Making

The partnership will operate under the following governance structure:

• Joint Steering Committee with equal representation from both partners

• Regular meetings to review progress and make critical decisions

Decision-making will follow the principle of consensus. In case of disagreements that cannot be resolved amicably, the partners may resort to mediation, as detailed in the subsequent Dispute Resolution section.

VII. Term and Termination

The partnership will be effective upon signing the definitive agreement and will continue for a term of [Specify Duration] unless terminated earlier according to the provisions listed below:

• Voluntary termination by mutual agreement of both parties

• Involuntary termination in case of breach of contract, with proper notice and opportunity to cure the breach

Any termination of the partnership will require a winding down period during which the responsibilities and ongoing concerns will be handled as agreed by both partners.

VIII. Confidentiality and Non-Disclosure

Throughout the term of the partnership and thereafter, all proprietary information exchanged or generated will be treated as confidential. Each party agrees not to disclose any confidential information to third parties except as agreed upon in writing or as required by law.

Specific confidentiality agreements may be drafted to further ensure the protection of sensitive information shared during the partnership.

IX. Dispute Resolution

In the event of disputes, the partners agree to the following dispute resolution mechanisms:

• Negotiation in good faith between designated representatives of each partner

• If unresolved through negotiation, mediation administered by a mutually agreed upon third-party mediator

Should all other dispute resolution efforts fail, the parties may seek legal recourse under the jurisdiction of [Specify Location]. This Term Sheet serves as a foundation to foster cooperation and prevent conflicts through clear, upfront agreement on critical issues.

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