Two people agree to build something together. The agreement is real, the intentions are good, and almost none of it is written down beyond a split. What the document is for is not the good years; it is the moment the parties stop agreeing.

The terms that matter are the ones that feel unnecessary at the start. What each party is actually contributing — capital, work, customers, intellectual property — and on what terms. How decisions get made, and what happens at deadlock. What each party may and may not do outside the venture. How profits and losses are allocated, and when money is actually distributed.

Then the exit terms, which are the ones most often missing entirely. What happens when one party wants out, dies, becomes unable to continue, or simply stops contributing. Whether the others can buy them out, at what price, and how that price is determined. Without those terms the answer comes from a default statutory rule that neither party chose, or from litigation.

Intellectual property deserves its own attention in any venture that creates something. What each party brought in, what the venture creates, and who holds it afterwards are three separate questions, and an agreement that answers only the first leaves the valuable part unanswered.