The Non-Equity Partner Agreement is essential for professional services firms in Australia seeking to expand their partnership structure without extending equity ownership. This document is typically used when promoting senior professionals to partnership status while maintaining a distinction from equity partners. It comprehensively addresses compensation, governance rights, duties, and obligations under Australian partnership and employment law. The agreement is crucial for firms implementing tiered partnership structures and provides a framework for potential progression to equity partnership. It requires careful consideration of both partnership and employment law aspects, as non-equity partners often occupy a unique position between senior employee and full partner status.

1. Parties: Identifies the law firm/partnership entity and the incoming non-equity partner

2. Background: Sets out the context of the agreement, including the firm's partnership structure and the basis for non-equity partnership

3. Definitions: Defines key terms used throughout the agreement, including 'Non-Equity Partner', 'Partnership', 'Profit Share', etc.

4. Appointment and Status: Details the appointment as non-equity partner and clarifies the distinction from equity partnership

5. Duration: Specifies the term of the agreement, including commencement date and any renewal provisions

6. Duties and Responsibilities: Outlines the non-equity partner's duties, performance expectations, and client responsibilities

7. Compensation and Benefits: Details the compensation structure, including base salary, bonus arrangements, and benefits

8. Partnership Governance: Describes voting rights, participation in management, and decision-making scope

9. Intellectual Property: Addresses ownership of intellectual property created during the partnership

10. Confidentiality: Sets out obligations regarding firm and client confidential information

11. Restrictions and Covenants: Details non-compete and non-solicitation provisions

12. Termination: Specifies grounds for termination and the process involved

13. Post-Termination Obligations: Outlines obligations and restrictions following termination

14. General Provisions: Includes standard boilerplate clauses, governing law, and dispute resolution