Fintech Business Partnership Agreement Risk Review and Contract Revision Advisory

Client Information

Corporate / Business Entity

 

Case Details

A Korea-based fintech startup was preparing to expand its services overseas and planned to enter into an agreement with a business development support provider responsible for identifying and introducing potential international partners.

Before signing the agreement, the client requested a legal review from Decent Law Firm.

Under the proposed arrangement, the support provider would introduce potential partners, including overseas fintech companies, payment service providers, and card issuers, and assist with meeting coordination and the preparation of business proposals.

The total service fee was divided into an advance payment and a final payment. The final payment would become due only when specified conditions were satisfied, creating a performance-based payment structure.

Decent Law Firm identified two principal contractual risks and advised the client on the necessary revisions.


▪️Clarification of Final Payment Conditions

The eligibility requirements for potential partners were defined in broad and subjective terms, creating a risk of disputes over whether the support provider had properly performed its obligations.

To address this issue, we advised the client to:

• Define eligibility requirements using measurable criteria, such as user numbers and transaction performance

• Limit the definition of an introduction to cases involving specific actions, including in-person meetings, video conferences, or the delivery of proposal materials

• Exclude cases where a partnership failed due to circumstances beyond the support provider’s control, such as the internal business decisions of a potential partner, from contractual non-performance

These revisions were intended to establish a clear and objective basis for determining whether the final payment had become due.


▪️Scope of Liability and Disclaimer Provisions

The agreement stated that the support provider did not guarantee the successful completion of any partnership. We reviewed the agreement to ensure that this disclaimer would operate effectively in practice.

We advised the client to expressly provide that the support provider:

• Was an independent contracting party rather than an employee, officer, or agent of the client

• Was not acting as a provider of legal, tax, accounting, or regulatory advice

• Was required to disclose in writing, in advance, any separate compensation or benefit received from a potential partner

These provisions were intended to clarify the support provider’s responsibilities and reduce potential conflicts of interest.