How to evaluate a partnership offer you just received

An unsolicited partnership offer arrives with an implied compliment: someone has looked at your business and concluded it is worth working with. That is genuinely pleasant, and it is also the reason these offers are frequently evaluated badly. The party who initiates has usually thought about the structure for weeks, knows precisely what they want from it, and has framed the terms in a way that reads as natural rather than negotiated. You are reading it for the first time.

That asymmetry is not evidence of bad faith. It is the ordinary consequence of one side having prepared. But it does mean the shape of the proposal reflects their interests, and that the things it leaves vague are usually the things that favour them. The first move is therefore not to evaluate whether the offer is good but to slow it down and restate it in your own words, in three columns: what they contribute, what they want, and what you give up. An offer that becomes less attractive when written out plainly was relying on the framing.

Contributions divide into ones that transfer and ones that are promised. Cash transfers. A customer list, in the sense of an introduction actually made, transfers. A specific piece of work delivered transfers. Distribution transfers to the extent that it is a real channel with real volume you can verify. Against that sit contributions that are forecasts: access to customers they expect to have, expertise they will apply as needed, effort described as ongoing support, introductions they are confident they can make.

Both kinds can be real, but they carry different risk, and the correct treatment is to price them differently rather than to sum them. The question to ask about every promised contribution is what happens if it does not materialise — and whether the arrangement adjusts automatically or you simply keep paying for something you did not receive. Vagueness about scale is the specific thing to press on. "Access to our network" is not a contribution until it has a number and a mechanism attached; a network of thousands where nobody has any reason to buy from you is worth less than a dozen introductions to buyers with a live need.

Requests look comparable on paper and differ enormously in what they cost over time. A revenue share on business they actually bring is the mildest, because it is proportionate and self-limiting: if they bring nothing, they receive nothing. A revenue share on all your business, including sales you would have made anyway, is a much larger request wearing the same clothes. Equity is permanent and survives their contribution. Exclusivity is the one most often underpriced, because it costs nothing today and forecloses everything in that category tomorrow — including the better offer you have not received yet.

Read the duration and the termination terms with more care than the percentage, since those are where the real cost sits. A modest share with no end date and no exit is a larger commitment than a generous share for a defined term. Look specifically for what happens on ending: who keeps the customers introduced during the arrangement, who keeps the jointly produced material, whether payment obligations survive termination, and whether the exclusivity outlives the partnership. That last one is worth checking explicitly, because an exclusivity clause that continues after the arrangement has ended is a genuinely bad outcome that appears in real proposals.

First: if the other party contributed nothing after signing, what would they still receive? If the answer is anything substantial — equity, a share of business they had no part in, continuing exclusivity — the arrangement pays for a promise rather than for performance, and the correct fix is to tie what they receive to what they deliver.

Second: what could I not do afterwards that I can do now? This surfaces the costs that never appear as line items — customers you can no longer approach, competitors you can no longer supply, prices you can no longer set, a category you have signed away. Third: what does this look like if it works far better than expected? Terms that seem generous at modest volume can become extremely expensive at high volume, and a percentage of everything forever is a different arrangement at ten times the size. Run the numbers at the success case, not just at the base case, because the success case is when a lopsided term does the most damage — and it is also when you are least able to renegotiate.

The most effective response to a one-sided proposal is rarely a counter on the headline number. It is to change the structure so that both sides are exposed to the outcome. Propose a defined trial period with a stated review date. Tie their share to business they demonstrably introduced rather than to your total. Convert equity into a revenue share, or into equity that accrues over time against continued contribution. Narrow exclusivity to a specific segment, channel or geography rather than a whole category, and give it an end date.

Each of those is easy to justify without implying distrust, because each is simply a way of matching reward to contribution — and a partner confident in what they are bringing has little reason to object. The response to a proposed structural change is itself informative: someone who resists any link between their reward and their delivery is telling you which part of the proposal was the point. It is also worth remembering that declining is a normal outcome and costs less than it feels like it does. A partnership that requires you to accept terms you can see are unbalanced is unlikely to improve after signing, since the imbalance is then locked in and the leverage you had is gone.

Almost every claim about the other party's capability is unverifiable at the point of decision. You cannot confirm the size or quality of their customer base, whether their distribution moves the volume they say, whether their team has capacity for what they have promised, or whether they are running the same conversation with three of your competitors. You also cannot see their financial position, which matters because a partner in difficulty behaves differently from one who is not — and because their obligations to you are only as good as their ability to meet them.

So do the cheap verification that is available. Speak to businesses that have partnered with them before, particularly arrangements that ended. Ask for something small and specific early — one introduction, one delivery — and see what happens, since behaviour before signing is the best available predictor of behaviour after. Search for the business properly and read what exists. None of this makes the decision safe, which is why structure carries the weight: a well-structured arrangement limits what an unverified claim can cost you. Where the claims cannot be checked at all, price the offer as if they are optimistic, and be explicit with yourself that you are choosing to accept an unverified promise rather than treating it as a fact.