Key man clause

A Key Man Clause is a protective provision within a Limited Partnership Agreement (LPA). It grants Limited Partners (LPs) the right to terminate the agreement if a crucial General Partner (GP), often a key decision-maker, departs from the fund.

What it Means:

For Indian founders considering investments, the Key Man Clause acts as a risk mitigation tool. It ensures that if a significant GP, integral to the fund's success, leaves, LPs have the option to reconsider their commitment, safeguarding their investments.

How to Calculate:

Calculating the Key Man Clause doesn't involve numerical computations; instead, it requires a careful examination of the LPA terms. Founders should thoroughly understand the conditions triggering the clause, ensuring clarity on the departure's impact.

Why Measure:

Measuring the impact of a Key Man departure is vital for Indian founders involved in venture investments. It offers a safety net, allowing them to assess the fund's stability and decide whether to continue the partnership or explore alternative investment avenues.


Consider an Indian tech startup founder who invested INR 5 crore in a venture fund. The LPA includes a Key Man Clause triggered if the lead GP, responsible for strategic decisions, exits. This provision allows the founder to reevaluate their investment if the GP's departure poses a risk to the fund's performance.

Understanding the Key Man Clause is paramount for Indian founders navigating the venture investment landscape. It empowers them to make informed decisions, protecting their investments and ensuring a strategic approach to partnership agreements.