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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
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
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
Business Day
Business Hours
Capital Account
Claim
Completion
Completion Date
Confidential Information
Departing Partner
Effective Date
Encumbrance
Exit Date
Exit Payment
Financial Year
Goodwill
Intellectual Property Rights
Law
Liabilities
Loss
Material Change
Notice
Partnership
Partnership Agreement
Partnership Assets
Partnership Interest
Partnership Property
Payment Schedule
Profit Share
Related Entity
Remaining Partners
Restricted Business
Restricted Period
Restricted Territory
Settlement Amount
Termination Date
Transition Period
Undrawn Profits
Valuation Date
Working Capital
Announcements
Arbitration
Capital Contributions
Client Transition
Completion Obligations
Confidentiality
Costs
Data Protection
Dispute Resolution
Entire Agreement
Further Assurance
Governing Law
Indemnification
Insurance
Intellectual Property
Interpretation
Liability
Non-Competition
Non-Solicitation
Notices
Partnership Assets
Partnership Interest Transfer
Payment Terms
Post-Completion Obligations
Profit Distribution
Release
Representations and Warranties
Restrictive Covenants
Return of Property
Severability
Survival
Tax
Termination
Third Party Rights
Valuation
Variation
Waiver
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
Legal
Finance
Human Resources
Compliance
Risk Management
Operations
Executive Leadership
Partnership Office
Company Secretariat
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
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