How can you ensure your strategic partnership agreement works in any jurisdiction?

Although I am admitted to practice law in both New York and Florida, I generally practice only in Florida and I am more familiar with Florida's laws, especially the laws governing corporations and limited liability companies. I am very comfortable including Florida law in any contracts that I am involved in drafting as I believe the corporate laws in Florida is fair for both sides.

Absolutely include a dispute resolution provision, but only include a requirement to mediate before the parties can go to court. Do not include an arbitration provision. Unless the contract in involves both sides who are outside of the United States, I strongly recommend against including an arbitration provision in the contract. This is the case for three reasons: 1. arbitration can be very expensive, in that the parties have to pay for the private arbitrator (unless you have a panel then you have to pay for the private arbitrators); 2. arbitration can easily be managed by the arbitrators just like a regular court case so there is benefit to this "alternative" dispute resolution; and 3. you have no rights to appeal any mistakes.

While it is relatively straight forward to consider that the joint venture will generate valuable IP, the subsequent use of this IP, as well as any reliance upon the IP contributions of the partners to maintain the value of new IP should be considered. In fact, any IP contributed will require a license to support the venture's use. You should also consider what rights the Partners will have to the IP owned by the venture in the future (e.g., if the venture fails, do both partners have the right to continue using venture property). The key is to establish the phases of venture, and be specific as to the IP rights available to each party over time.

I suggest thinking of this question somewhat differently. Agreements of this nature need to be carefully crafted with duration, renewal, termination and unwind provisions. Essentially, to ensure as with every agreement that no ambiguity in status arises. However, the art to effective Strategic Partnership is GOVERNANCE. Establishing the rules for oversight and performance of the venture, and having a robust mechanism for periodic review, decision making, management, etc. In my opinion, the partnership agreement has a lot more relationship to an LLC Operating Agreement than you would expect.

One of the most important and often over looked provisions in contracts is a provision that entitles the prevailing party to any dispute to recover their attorneys' fees from the other side. This is critical because legal fees are generally very expensive and can sometimes dwarf the amount in dispute. In fact, when I am involved in drafting I try to make the attorneys' fees provision as broad as possible to include not only language regarding any dispute, but it also includes any appeals, bankruptcy proceedings, and post judgment enforcement and collection proceedings.