I’ve been working loosely with a couple of US-based agencies for about six months now, and things are going well enough that we’re talking about actually formalizing something. But I’m stuck on what that even means.
Right now we just email each other about specific campaigns. If a client comes to me needing US influencer expertise, I loop in my US partner. If they need Russian market insights, they send business my way. It’s been organic and honestly pretty smooth—no formal agreement, just mutual respect.
But now one of them asked about an actual partnership agreement, and I realize I have no idea what to include. Do I need an NDA? Revenue share? What happens if one of us wants out? What if a client relationship sourced by me goes directly to my partner’s US network after the first campaign?
I looked at some template agreements online, and they all felt either overly rigid or weirdly loose. I don’t want to be so locked in that I can’t work with other partners, but I also don’t want the ambiguity to cost me if someone decides to cut me out after I’ve vouch for them to a major brand.
I’ve also been wondering: do cross-border partnerships need different terms than domestic ones? Like, should payment and contract jurisdiction be different when you’re working across countries?
Has anyone actually formalized something like this? What did you include in your agreement, and what did you skip that you maybe should’ve included?
I went through this exact same process, and honestly, I started way too simple and had to backtrack. Here’s what I’d include:
- Scope of partnership: What are you actually partnering on? Specific verticals? Campaign types? Geographic markets?
- Confidentiality: Both sides need to protect client information. That’s non-negotiable.
- Revenue share or fee structure: Be super clear. If you’re introducing clients, are you taking a percentage of the project value, or is it per-engagement?
- No poaching clause: This is the one nobody wants to talk about but everyone needs. If I introduce you to Client X, you can’t go directly to them for unrelated services without my involvement or agreement.
- Term and exit: How long does this last? Can you leave with 30 days notice, or is there a lock-in period?
I kept mine to one page because if you need 10 pages, you probably don’t trust the person enough to partner with them anyway. The key is clarity, not comprehensiveness.
One thing I learned the hard way: the most important part of the agreement is the exit clause. What happens to existing client relationships if one partner leaves? Do they stay with whoever sourced them, or does the departing partner have to introduce them to the remaining partner? Be explicit about this, or you’ll have chaos.
Also, don’t over-complicate the jurisdiction question. Most of my cross-border agreements just say “in case of dispute, we’ll try to mediate first, then arbitration in neutral jurisdiction.” For contracts between small businesses, the cost of litigation makes it academic anyway—you’re just hoping the contract prevents problems, not that it solves them later.
Real talk: I’ve had better luck with partnerships that don’t have contracts. Not because I’m cavalier, but because the agencies I’ve formalized agreements with have inevitably become more transactional. Once there’s a legal document, everyone becomes more protective.
Instead, what I do now is a written email confirmation after each deal. We agree on the scope, fee structure, and timelines in email, and that becomes our informal record. If something goes sideways, at least we have an email trail that shows what we agreed to.
But that only works if you’re dealing with people you genuinely trust. If there’s any doubt, yeah, you need something more formal.
When you say your partner asked about formalizing, did they seem like they wanted protection or like they’re planning to scale the partnership into something bigger?
The no-poaching thing is real, by the way. I had a situation where I introduced an agency to a major Russian brand, we did one successful campaign, and then the agency started reaching out to the brand directly for unrelated services. Technically nothing was broken—we never agreed not to—but it felt like a betrayal. Simple clause would’ve prevented it.
From a business ops perspective, here’s what actually matters:
Scope: Define exactly what types of work fall under the partnership. Is it influencer campaigns only? UGC? Brand strategy? If you don’t define it, scope creep destroys partnerships.
Commission/Fee Structure: Specify whether you get a cut of the project value, a flat fee per engagement, or a monthly retainer. And critically—who pays whom? Who’s the invoicing entity? Cross-border payments get messy fast.
Exclusivity: Are either of you exclusive to this partnership? Usually the answer is no for small agencies, but be explicit.
Performance Expectations: What does good look like? If you’re referring clients, do you expect them to deliver? What’s the SLA? This prevents blame-shifting later.
Duration and Renewal: Is this partnership evergreen, or does it renew annually? What triggers a renewal conversation?
The jurisdiction thing: I’d recommend using the jurisdiction where most of your revenue is sourced. If 70% of the deals are in the US, US law. If it’s 60-40, pick one and stick with it. The point isn’t to be perfect—it’s to have a tiebreaker if things fall apart.
As for the no-poaching clause: include it, but be reasonable. You can’t prevent competitive dynamics forever. I usually go with: “For 12 months after introduction, neither party will solicit the new client without the other party’s involvement.” After 12 months, all bets are off. That feels fair.
One more thing: get legal advice specific to cross-border work. This isn’t a lawyer recommendation—it’s a business recommendation. US-Russia contracts have quirks depending on sanctions, payment processors, and currency fluctuations. Even a cheap legal review ($300-500) is worth it to catch landmines.
From someone who’s actually lived through partnership problems: the contract matters less than the relationship. I’ve had handshake deals that lasted years, and formal partnerships that blew up in months.
That said, put something in writing. It doesn’t have to be fancy. But when one person gets acquired, or moves to a different role, or their financial situation changes, that agreement is the only thing protecting you. I learned this the hard way.
The key is: make the agreement boring. It should just codify what you’ve already been doing. If you’re negotiating heavily over contract terms, you’re probably not ready to partner with this person yet.