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1. Parties: Identification of the UAE national partner (51%) and foreign partner (49%) with full legal details
2. Background: Context of the partnership formation, business objectives, and confirmation of parties' intention to establish the partnership
3. Definitions: Defined terms used throughout the agreement, including specific UAE legal terminology
4. Partnership Structure: Details of ownership split, capital contribution, and company formation requirements under UAE law
5. Business of the Partnership: Scope of business activities, objectives, and limitations in accordance with UAE regulations
6. Capital and Financing: Initial capital contributions, future funding obligations, and profit/loss sharing arrangements
7. Management and Control: Governance structure, board composition, voting rights, and decision-making processes
8. Operational Control: Day-to-day management responsibilities, signing authorities, and operational decision-making
9. Distribution Policy: Rules for profit distribution, dividend policy, and treatment of losses
10. Transfer of Shares: Restrictions on share transfers, right of first refusal, and compliance with UAE ownership requirements
11. Board of Directors: Composition, appointment, removal, meetings, and powers of the board
12. Shareholder Meetings: Procedures for general assemblies, voting rights, and quorum requirements
13. Representations and Warranties: Standard and UAE-specific warranties from both partners
14. Term and Termination: Duration of partnership, termination events, and consequences of termination
15. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms
1. Anti-dilution Provisions: Used when partners want to protect against ownership dilution in future capital raises
2. Tag-Along Rights: Include when minority partner wants protection in case of majority partner sale
3. Drag-Along Rights: Include when majority partner wants ability to force minority partner participation in sale
4. Deadlock Resolution: Include for partnerships where equal decision-making power might lead to deadlocks
5. Non-Compete Provisions: Used when partners want to restrict competition during and after partnership
6. Intellectual Property Rights: Include when IP is significant to the business
7. Key Person Insurance: Used when partnership relies heavily on specific individuals
8. Exit Strategy: Include detailed exit mechanisms when partners want pre-agreed exit options
9. Force Majeure: Include detailed force majeure provisions for high-risk business environments
1. Schedule 1: Capital Contributions: Detailed breakdown of initial and committed capital contributions from each partner
2. Schedule 2: Business Plan: Initial business plan and financial projections
3. Schedule 3: Company Constitution: Memorandum and Articles of Association compliant with UAE law
4. Schedule 4: Management Structure: Detailed organizational chart and management responsibilities
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Schedule 6: Key Performance Indicators: Agreed performance metrics and targets
7. Appendix A: Power of Attorney: Standard form of power of attorney for company operations
8. Appendix B: Shareholder Loans: Terms of any shareholder loans or additional financing
9. Appendix C: Trade License: Copy of trade license and other regulatory permits
Applicable Law
Articles of Association
Board
Business
Business Day
Business Plan
Capital
Chairman
Change of Control
Company
Confidential Information
Constitutional Documents
Control
Department of Economic Development
Director
Dispute
Effective Date
Encumbrance
Event of Default
Financial Year
Force Majeure Event
Foreign Partner
General Assembly
Governing Law
Government Authority
Group
Initial Business Plan
Intellectual Property Rights
Local Partner
Management
Material Adverse Effect
Memorandum of Association
Minister
Ministry
Notice
Ordinary Resolution
Parties
Partnership
Partnership Interest
Profit and Loss Account
Register of Partners
Related Party
Reserved Matters
Resolution
Share Capital
Shareholders
Special Resolution
Subsidiary
Tax
Territory
Trade License
Transfer
UAE
UAE Commercial Companies Law
UAE National Partner
Working Day
Partnership Structure
Capital Contributions
Share Capital and Certificates
Business of the Partnership
Management and Control
Board Composition
Shareholder Meetings
Reserved Matters
Financial Matters
Profit Distribution
Banking Arrangements
Business Plan and Budget
Regulatory Compliance
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution
Deadlock Resolution
Non-Competition
Confidentiality
Intellectual Property
Related Party Transactions
Information Rights
Representations and Warranties
Default
Force Majeure
Term and Termination
Exit Provisions
Share Valuation
Put and Call Options
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Amendment
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Retail
Manufacturing
Professional Services
Technology
Construction
Healthcare
Education
Hospitality
Trading
Logistics
Real Estate
Consulting
Food and Beverage
Media and Entertainment
General Commercial
Legal
Corporate Affairs
Compliance
Finance
Executive Leadership
Business Development
Risk Management
Corporate Governance
Strategy
Operations
Investment
Chief Executive Officer
Managing Director
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Business Development Director
Investment Manager
Compliance Officer
Risk Manager
Board Member
Shareholder Relations Manager
Commercial Director
Partnership Manager
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