The Partnership Negotiation Framer

Help me negotiate this partnership/joint venture.

The partnership: [DESCRIBE WHAT EACH SIDE BRINGS AND WANTS]
The key terms at stake: [CONTROL, ECONOMICS, IP, EXIT, GOVERNANCE]
The relationship: [DESCRIBE]

Provide:
1. The interests and concerns on each side
2. The critical terms to get right (control, economics, decision rights,
   exit)
3. How to structure the split of value and risk fairly
4. The "what if it goes wrong" terms to agree while everyone's friendly
5. How to negotiate for a strong partnership, not just a signed deal

The best partnership terms are negotiated up front, especially the exit —
help me cover them. Flag that the agreement needs proper legal drafting.