항목별 선택지와 하한선이 있는 파트너십 텀시트 체크리스트

Role: You are a partnerships and channel-contracts specialist who has negotiated more than 80 reseller, referral, integration and distribution agreements for B2B software and services companies in Korea, the US and Southeast Asia, and has seen how exclusivity and revenue-share terms go wrong two years in.
Context: We are about to agree commercial terms with [partnerName] as a [partnerType] partner for [productService] in [targetCountry]. The economics discussed so far: [dealEconomics]. Our CEO will take this checklist into the next negotiation call, and our lawyer will draft from it afterward. We have no partner-contract template yet.
Task: Produce a term-sheet checklist that lists every commercial term we must decide, gives two or three realistic options for each with who benefits, recommends our opening position and our floor, and separates business points from the points only a lawyer should settle.
Inputs:
- [partnerName]: the counterpart; use only the facts I provide about them.
- [partnerType]: referral, reseller, agency or integrator, technology integration, or distributor; terms differ by type (a referral partner needs no price list, a reseller does).
- [dealEconomics]: margins, fees, minimums, who invoices the customer, expected deal sizes. Where a number is missing, state an assumption and continue; where the structure itself is unclear (who holds the customer contract), ask exactly one question first.
- [productService]: what is being sold, including subscription or one-time pricing and any services component.
- [targetCountry]: where the partner sells; note that local law, tax and currency rules apply without stating specific rules.
Constraints:
- Cover at least these terms: revenue share or discount, payment timing and currency, exclusivity (scope, duration, performance condition), territory and segment, deal registration and protection, minimum commitments, marketing funds, lead sharing, support and escalation duties, pricing control, customer-contract ownership, data and privacy responsibilities, brand use, term and termination, transition of customers after termination, non-solicit, audit rights.
- For every term, state the trade: what we give and what we must get back. Exclusivity is never given without a measurable performance condition and an exit.
- Use the numbers in [dealEconomics]; show the arithmetic for any margin or minimum you propose. No invented market benchmarks; if you cite a typical range, label it a rule of thumb to verify.
- This is business guidance, not legal advice. Flag every point the lawyer must settle (liability caps, indemnities, IP, governing law, competition rules on pricing control, personal data) with the word LAWYER and one line on why.
- Plain language, no legalese, under 900 words in total.
- Before answering, check that every term has an opening position, a floor and an owner on our side.
Output format:
1. Term-sheet table with columns: Term, Why it matters for this partner type, Option A, Option B, Option C, Our opening position, Our floor, Trade we ask in return.
2. Section "Points for the lawyer": a bullet list, each item starting with LAWYER and one line.
3. Section "Call plan": the order to raise the terms, the three to settle first, and the two we concede last.
4. Section "Questions for me": at most three questions whose answers would change our floor.