Most important terms are the ones balancing **GP flexibility** with **LP control**:
- **Key person clause**: narrow, objective triggers; suspension of new investments rather than automatic GP removal.
- **Removal only for cause**: fraud, willful misconduct, gross negligence, material breach; include notice and cure where appropriate.
- **LPAC/conflicts process**: require disclosure and approval mechanics, but avoid broad LP vetoes over ordinary investing.
- **Investment mandate with measured flexibility**: lock sector/stage/geography, but permit adjacent opportunities and reasonable portfolio construction discretion.
- **Fund term + extensions**: standard term with limited extension rights, often with LPAC or LP approval.
- **Recycling/follow-on reserves**: enough room to support winners and manage exits.
- **Defaulting LP remedies / forced withdrawal**: clear protections if an LP creates legal or regulatory risk.
References:
- https://decilehub.com/base/1-general_questions/163623-when-lps-are-reviewing-an-lpa-what-are-the-terms-they-tend-to-pay-the-most-attention-to-or-negotiate-the-hardest
- https://decilegroup.com/articles/institutional-lp-evaluation-in-emerging-vc
- **Key person clause**: narrow, objective triggers; suspension of new investments rather than automatic GP removal.
- **Removal only for cause**: fraud, willful misconduct, gross negligence, material breach; include notice and cure where appropriate.
- **LPAC/conflicts process**: require disclosure and approval mechanics, but avoid broad LP vetoes over ordinary investing.
- **Investment mandate with measured flexibility**: lock sector/stage/geography, but permit adjacent opportunities and reasonable portfolio construction discretion.
- **Fund term + extensions**: standard term with limited extension rights, often with LPAC or LP approval.
- **Recycling/follow-on reserves**: enough room to support winners and manage exits.
- **Defaulting LP remedies / forced withdrawal**: clear protections if an LP creates legal or regulatory risk.
References:
- https://decilehub.com/base/1-general_questions/163623-when-lps-are-reviewing-an-lpa-what-are-the-terms-they-tend-to-pay-the-most-attention-to-or-negotiate-the-hardest
- https://decilegroup.com/articles/institutional-lp-evaluation-in-emerging-vc