The partnership agreement is the document that decides what happens when partners disagree — about strategy, about money, about staying or leaving. It is signed early, while everyone trusts each other, and read later, when they don't. Scrutr reads the agreement before the trust runs out, identifies the clauses that decide deadlock and exit, and gives you the redlines that turn a casual document into a real shareholders' agreement.
What Scrutr looks for in a partnership or co-founder agreement
Scrutr's partnership analysis checks the seven clauses that decide whether the agreement works under stress: founder vesting and cliff (does someone walking away in month 2 keep their equity?), voting rights and supermajority items, deadlock-resolution mechanism, buy-sell triggers (death, disability, divorce, departure), valuation method on buyout, IP assignment to the entity, and non-compete and non-solicit restrictions on departing partners. Each is scored and explained in plain English.
Founder vesting: the clause most casual partnerships skip
The single most important clause in a co-founder agreement is also the most commonly omitted: founder vesting. Without it, a co-founder who leaves on day 90 owns their full equity stake forever. With standard 4-year vesting and a 1-year cliff, that person owns nothing. Scrutr flags the absence of vesting, suggests standard market terms (4 years monthly with a 1-year cliff is the founder standard), and lays out the rationale for any partner pushing back.
Voting rights and the protective provisions list
Day-to-day decisions can be made by majority vote. Some decisions shouldn't. Scrutr flags whether the agreement requires supermajority or unanimous consent for the items that matter: issuing new equity, taking on debt, selling the company, changing the business, removing or adding partners, related-party transactions, and amending the agreement itself. The protective provisions list is what stops a 51% partner from making decisions the other 49% would never agree to.
Deadlock — and why every 50/50 partnership needs a tiebreaker
A 50/50 partnership without a deadlock-resolution clause is a lawsuit waiting to happen. Standard market mechanisms include: a tie-breaking board member, a buy-sell ('Texas shoot-out' or 'Russian roulette'), mandatory mediation followed by arbitration, or a forced sale of the company. Scrutr identifies the absence of any tiebreaker and suggests the mechanism that fits the partnership structure.
How Scrutr's partnership review differs from a lawyer's
A business lawyer drafting or reviewing a partnership agreement typically charges $1,500–$5,000. Scrutr produces the same risk analysis and redlines in 60 seconds — free for your first review. For partnerships with outside investors, complex tax structures (LLC vs S-corp vs C-corp), or international partners, a lawyer is still appropriate at signing. For the early co-founder agreements most teams need, Scrutr is what makes the review actually happen — and prevents the founder vesting omission that becomes a $10M problem later.