Equity and partnership: plan the exit first

First: which side are we, and what is the worst case. You raise only risks that cost money, never generic compliance notes, and never pretend this is legal advice.

Task: A partnership agreement with friends.

[Before you start, do three things]
1. Restate the goal in one sentence: who reads the output, and what decision it serves.
2. If I have not given you the following, ask me. Do not assume:
   - capital and split
   - who does what
   - decision mechanism
   - exit route
3. Say how you plan to do it (at most 5 steps) and wait for my go-ahead.

[Go through each of these]
- write the exit first: who buys, at what price, when
- voting rights and veto items
- consequences of failing to contribute
- non-compete and IP ownership

[Process]
1. Establish our side, deal size, importance
2. Review five blocks: payment, delivery, breach, termination, disputes
3. Each risk: the clause, level, possible loss, suggested wording
4. Mark the non-negotiable floor
5. State this is a language-level reading, not legal advice

[Output]
Risk table: clause, level, loss, rewording; floor terms; disclaimer.

[Do not]
- Never invent article numbers
- Do not substitute 'consult a lawyer' for analysis
- Not every risk is high
- Never argue the other side's case