This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.
NVCA Model Limited Partnership Agreement Insert Language on CFIUS
Definitions – Add in the appropriate alphabetical order
“CFIUS” shall mean the Committee on Foreign Investment in the United States or any member agency thereof acting in its capacity as a member agency.
"Covered Transaction” shall have the meaning set forth in the DPA.
“DPA” shall mean Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.
“Foreign Person” shall have the meaning set forth in the DPA.
“Foreign Person LP” shall mean any Limited Partner that is a Foreign Person.
“LP Affiliate” shall mean, with respect to any Limited Partner, any director, officer, manager, partner, member, or similar Person, or 5% or greater equity holder of such Limited Partner, and any Person controlling or under common control with such Limited Partner.
“Material Nonpublic Technical Information” shall have the meaning set forth in the DPA.
“Non-Foreign Person LP” shall mean any Limited Partner that is not a Foreign Person.
“Portfolio Investment” shall mean any investments made by the Partnership, including investments in Portfolio Companies or Portfolio Securities or any Idle Funds Investments, and shall include both the Partnership investment itself and the entity that is the target of that investment.
“Substantial Interest” shall have the meaning set forth in the DPA.
[section number]. CFIUS¹
¹ Add as a new section XXX (with reference to section YYY below).
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About this template
What is this template?
This is a set of modular legal clauses designed for insertion into a venture capital fund's governing partnership agreement. It defines specific foreign person statuses and provides the General Partner with unilateral authority to restrict LP rights without additional consent. It is not a standalone agreement and requires a master Limited Partnership Agreement to function.
When should you use it?
Use this language when drafting a fund's constitutional documents to address federal national security review risks under the Foreign Investment Risk Review Modernization Act (FIRRMA). For standard investment terms without national security restrictions, use the base NVCA Model Limited Partnership Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| (a) | General Authorization | Authorizes the General Partner to manage fund affairs and amend the Agreement to avoid becoming a Foreign Person under the DPA. |
| (b) | Determination of Foreign Person LP Status | Requires Limited Partners to provide notice of status changes and accurately answer CFIUS status questions in their Subscription Agreements. |
| (c) | Limitations on Foreign Person LPs | Prohibits foreign investors from controlling General Partner decisions, accessing Material Nonpublic Technical Information, or obtaining board observer rights. |
| (e) | CFIUS Information Requests | Obliges Limited Partners to cooperate with U.S. government requests regarding their holdings, investments, and relationships with U.S. persons. |
| (f) | CFIUS Isolation Mechanisms | Permits the General Partner to isolate foreign investors via Alternate Investment Vehicles to avoid a Portfolio Investment becoming a Covered Transaction. |
| (i) | Indemnification and Limitation of Liability | Requires Foreign Person LPs to indemnify the Partnership against losses arising from breaches of these specific CFIUS-related provisions. |
Who it's for
- a venture capital fund managing investment from foreign entities subject to US regulatory oversight
- a US fund manager seeking to prevent a portfolio investment from being classified as a Covered Transaction
- a General Partner requiring the power to isolate foreign LPs through alternate investment vehicles
Law it's drafted under
United States note
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