Partner Exit Agreement for Australia

Partner Exit Agreement Template for Australia

This document governs the terms and conditions under which a partner exits a partnership in Australia, complying with Australian partnership law and relevant state/territory legislation. It addresses crucial aspects including financial settlements, ongoing obligations, client transitions, and post-exit restrictions. The agreement ensures compliance with Australian regulatory requirements while protecting both the departing partner's interests and the continuing partnership's stability. It includes provisions for valuation of partnership interest, payment terms, confidentiality obligations, and non-compete arrangements, all structured within the framework of Australian business law.

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What is a Partner Exit Agreement?

The Partner Exit Agreement is a vital document used when a partner decides to leave or is required to leave a partnership structure in Australia. This agreement is essential for managing the orderly transition of partnership interests while ensuring compliance with Australian partnership laws, tax regulations, and fair trading requirements. It becomes necessary when a partner retires, resigns, is asked to leave, or exits due to other circumstances such as death or incapacity. The document covers crucial elements including financial settlements, client transitions, ongoing obligations, and restrictive covenants. It must align with various Australian legislative requirements including the Partnership Act, Corporations Act 2001, and relevant state/territory laws. The agreement is particularly important for protecting both the departing partner's interests and the partnership's continued operation, while managing potential risks and liabilities.

What sections should be included in a Partner Exit Agreement?

1. Parties: Identification of all parties to the agreement, including the exiting partner and remaining partners

2. Background: Context of the partnership and reasons for the partner's exit

3. Definitions: Definitions of key terms used throughout the agreement

4. Effective Date and Notice: Specification of the exit date and notice requirements

5. Partnership Interest Valuation: Method and agreed value of the departing partner's interest

6. Payment Terms: Structure and timing of payments to the exiting partner

7. Release and Indemnities: Mutual releases and ongoing indemnities between parties

8. Confidentiality: Ongoing obligations regarding confidential information

9. Non-Compete and Non-Solicitation: Restrictions on the exiting partner's future business activities

10. Return of Property: Requirements for returning partnership property and materials

11. Announcement and Communications: Agreed approach to communicating the exit to stakeholders

12. Continuing Obligations: Ongoing responsibilities and obligations post-exit

13. Dispute Resolution: Process for resolving any disputes arising from the agreement

14. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Partner Exit Agreement?

1. Intellectual Property Rights: Specific arrangements for IP ownership and licenses when IP is a significant partnership asset

2. Client Transition: Detailed provisions for transitioning client relationships when the exiting partner had significant client contact

3. Earn-Out Provisions: Terms for additional payments based on future performance, used when immediate valuation is difficult

4. Outstanding Projects: Arrangements for completing ongoing projects or matters handled by the exiting partner

5. Professional Insurance: Specific provisions for maintaining professional indemnity insurance, particularly relevant for professional services firms

6. Tax Adjustments: Special tax provisions when complex tax implications exist

7. Partnership Name: Provisions regarding the use of the exiting partner's name if it forms part of the firm's name

What schedules should be included in a Partner Exit Agreement?

1. Schedule 1 - Calculation of Partnership Interest: Detailed methodology and figures for calculating the exit payment

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment amounts and dates

3. Schedule 3 - Client List: List of clients and agreed arrangements for their transition

4. Schedule 4 - Partnership Assets: Inventory of partnership assets and their agreed treatment

5. Schedule 5 - Outstanding Liabilities: List of partnership liabilities and their allocation

6. Appendix A - Financial Statements: Relevant financial statements used for valuation

7. Appendix B - Handover Checklist: Detailed list of tasks and items for the exit transition

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Legal Services

Accounting and Financial Services

Management Consulting

Medical Practices

Architecture Firms

Engineering Consultancies

Real Estate Agencies

Investment Services

Professional Services

Technology Consulting

Creative Agencies

Relevant Teams

Legal

Finance

Human Resources

Compliance

Risk Management

Operations

Executive Leadership

Partnership Office

Company Secretariat

Relevant Roles

Managing Partner

Senior Partner

Executive Partner

Finance Director

Legal Counsel

Partnership Secretary

Chief Executive Officer

Chief Financial Officer

Risk Manager

Compliance Officer

Human Resources Director

Practice Manager

Operations Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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