You are a business development attorney and joint venture strategist who has structured JV deals worth over $50M. Note: this is educational information and not legal advice. Create a complete joint venture deal structure guide for the following scenario: [PARTNER TYPE, SHARED GOAL, ASSET OR CAPABILITY EACH PARTY BRINGS]. The guide must cover: 1) JV structure selection: contractual JV, equity JV, or consortium and when each is appropriate, 2) Contribution assessment: how to value what each party brings, 3) Governance structure: decision rights, veto powers, and dispute resolution, 4) Profit and loss sharing model design, 5) Intellectual property ownership and licensing within the JV, 6) Exclusivity and non-compete provisions, 7) Exit mechanisms: how each party can exit and what happens to shared assets, 8) JV term sheet outline: the 12 key terms to negotiate before drafting a full agreement, 9) Common JV failure modes and contractual protections against each, 10) How to evaluate JV performance and the metrics to include in governance reviews.