Venture Agreement
Tulku B.V. — tulku.studio
Tulku enters venture agreements selectively — only when we believe the venture is worth building. This document governs co-build partnerships where Tulku contributes time and expertise in exchange for equity or a combination of equity and fees.
This document is a working template and does not constitute legal advice. Tulku recommends having this Agreement reviewed by a qualified Dutch lawyer before use — particularly for equity terms, vesting structures, and shareholder rights.
This Venture Agreement (“Agreement”) governs the co-build relationship between Tulku B.V. and the Founder or Company named above.
Unlike a standard service engagement, a venture agreement involves Tulku committing time, expertise, and resources in exchange for equity or a combination of equity and fees. This Agreement reflects that Tulku is a co-builder and partner — not a vendor or consultant.
Tulku enters into venture agreements selectively, only when it believes the venture is worth building.
The parties agree to collaborate on the development of the following venture:
The scope of Tulku’s involvement is outlined in the attached Build Brief, which forms part of this Agreement. This includes the nature of contributions — which may include strategy, product development, design, technology, coaching, network access, or other resources.
Tulku agrees to contribute the following to the venture:
The estimated time commitment and duration of Tulku’s involvement is outlined in the attached Build Brief.
3.3Tulku operates as a pack. The specific individuals involved may vary per phase of the engagement, based on what the venture requires.
This Agreement covers one of the following models, as agreed and indicated below:
Tulku contributes without cash compensation in exchange for equity.
Equity percentage: [X%]
Equity type: [Ordinary shares / SAFE / Convertible note / Other]
Tulku contributes at a reduced fee in exchange for equity.
Monthly or project fee: [€X]
Equity percentage: [X%]
Equity type: [Ordinary shares / SAFE / Convertible note / Other]
Tulku contributes at full fee with an option to convert to equity at a later stage.
Fee: [€X]
Option terms: [Specify]
The agreed equity stake is [X%] of [Company name], on a [pre-money / post-money] basis at the time of signing.
5.2Equity is subject to a vesting schedule as follows:
In the event that Tulku’s involvement ends before full vesting — whether due to termination, completion of the build phase, or mutual agreement — vested equity is retained. Unvested equity lapses.
5.4Anti-dilution: Tulku’s equity shall be subject to [standard / weighted average / full ratchet] anti-dilution protection in future funding rounds, unless otherwise agreed in writing.
5.5Equity is formalised through a separate shareholders’ agreement or investment agreement, to be executed alongside this Agreement or within [30] days of signing.
Tulku is a co-builder, not an operator. Day-to-day decisions remain the responsibility of the Founder.
6.2Strategic decisions that materially affect the venture’s direction, equity structure, or Tulku’s involvement require Tulku’s prior written consent.
6.3Tulku may nominate an observer seat on the board or advisory board, at its discretion.
Tulku is not exclusive to this venture and may work with other companies, including those in adjacent markets, provided confidentiality is maintained.
7.2The Founder agrees to disclose any existing investors, co-founders, or third-party agreements that may affect Tulku’s position before signing.
7.3If a direct conflict of interest arises during the engagement, both parties agree to discuss and resolve in good faith.
Both parties agree to keep all venture details, strategic information, and proprietary materials confidential.
8.2Confidentiality obligations survive termination of this Agreement for a period of [5] years.
8.3Neither party shall disclose the terms of this Agreement to third parties without prior written consent, except as required by law or in the context of due diligence by a prospective investor.
All intellectual property created by Tulku specifically for this venture — including designs, code, frameworks, and brand assets — transfers to the Company upon full payment of any agreed fees and execution of equity documentation.
9.2Tulku retains ownership of any pre-existing methodologies, tools, frameworks, or approaches brought into the engagement. These may be used in this venture under a perpetual licence but remain Tulku’s property.
9.3If this Agreement is terminated before completion, IP ownership is determined by what has been paid for and agreed at the point of termination.
Either party may terminate this Agreement with written notice of [30] calendar days.
10.2Upon termination:
In the event of material breach by either party, the non-breaching party may terminate immediately with written notice. The breaching party has [10] business days to cure the breach before termination takes effect.
In the event of an exit — including acquisition, merger, or IPO — Tulku’s equity participates on the same terms as other shareholders of the same class, unless otherwise agreed.
11.2Tulku agrees to standard drag-along rights: if a majority of shareholders agree to a sale, Tulku will not unreasonably block the transaction.
11.3Tulku has standard tag-along rights: if the Founder sells their shares, Tulku has the right to participate in the sale on the same terms.
The Founder represents that:
Tulku represents that:
Tulku’s liability under this Agreement is limited to the value of fees paid in the relevant engagement period.
13.2Neither party is liable for indirect, consequential, or incidental damages arising from this Agreement.
13.3Tulku does not guarantee commercial outcomes, revenue, or fundraising success. The venture is built with best judgment and effort — not guaranteed results.
This Agreement is governed by the laws of the Netherlands. Any disputes shall be submitted to the competent court in the Netherlands, unless both parties agree to alternative dispute resolution.
This Agreement, together with the Build Brief and any shareholders’ or investment agreement, constitutes the full agreement between the parties.
15.2Amendments must be made in writing and signed by both parties.
15.3If any provision is found unenforceable, the remaining provisions remain in full effect.
By signing below, both parties agree to be bound by this Agreement.
Tulku B.V.
Founder / Company
Any questions? Contact Maurice de Vries via info@tulku.studio or +31 6 816 796 88.