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1. Parties: Identifies all shareholders and partners who are party to the agreement
2. Background: Sets out the context of the agreement, including business history and purpose
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Partnership Structure: Details the nature of the partnership, ownership structure, and capital contributions
5. Shareholding Structure: Outlines the distribution of shares, share classes, and rights attached to shares
6. Management and Decision Making: Establishes governance framework, voting rights, and decision-making processes
7. Financial Matters: Covers profit distribution, dividend policy, capital calls, and financial reporting requirements
8. Transfer of Shares: Sets out procedures and restrictions for transferring shares, including pre-emptive rights
9. Exit Provisions: Details mechanisms for partner/shareholder exit, including buy-sell provisions
10. Dispute Resolution: Establishes procedures for resolving conflicts between partners/shareholders
11. Confidentiality: Defines confidential information and obligations to maintain confidentiality
12. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along and Drag-Along Rights: Optional provisions protecting minority shareholders in case of sale to third parties
2. Intellectual Property Rights: Required when the partnership owns or develops significant IP assets
3. Non-Competition and Non-Solicitation: Added when partners need to be restricted from competing activities
4. Death and Incapacity: Specific provisions for handling ownership transition in case of death or incapacity
5. Put and Call Options: Optional mechanisms for forced buy-outs in specific circumstances
6. International Operations: Required when the partnership operates across multiple jurisdictions
7. Employee Shareholders: Needed when employees hold shares in the partnership
8. Special Industry Requirements: Industry-specific provisions required for regulated sectors
1. Schedule 1 - Details of Partners and Shareholdings: Complete list of partners, their shareholdings, and contact details
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Deed of Accession: Template for new partners/shareholders joining the agreement
5. Schedule 5 - Valuation Methodology: Agreed methods for valuing shares and partnership interests
6. Schedule 6 - Reserved Matters: List of decisions requiring special majority or unanimous consent
7. Schedule 7 - Key Performance Indicators: Performance metrics and targets for the partnership
8. Appendix A - Company Constitution: Copy of the company's constitution or reference to it
9. Appendix B - Compliance Requirements: Summary of regulatory and compliance obligations
ASIC
Board
Business
Business Day
Business Plan
Capital Contribution
Change of Control
Company
Competitor
Confidential Information
Constitution
Corporations Act
Deadlock
Default Event
Defaulting Shareholder
Directors
Distribute/Distribution
Dividend
Drag Along Notice
Drag Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
Force Majeure Event
Good Leaver
Governing Law
Group
GST
Insolvency Event
Intellectual Property Rights
Management Committee
Managing Partner
Material Breach
Non-Competing Period
Notice
Ordinary Resolution
Partnership
Partnership Interest
Partnership Property
Pre-emptive Rights
Purchase Price
Related Body Corporate
Reserved Matters
Resolution
Share
Shareholder
Special Resolution
Subsidiary
Tag Along Notice
Tag Along Right
Transfer
Valuation Date
Valuation Method
Definitions
Partnership Formation
Share Structure
Capital Contributions
Management Rights
Decision Making
Voting Rights
Board Composition
Partner Obligations
Shareholder Rights
Financial Matters
Profit Distribution
Dividend Policy
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Buy-Sell Provisions
Valuation
Default Events
Deadlock Resolution
Dispute Resolution
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Death and Incapacity
Force Majeure
Termination
Amendment
Notices
Governing Law
General Provisions
Professional Services
Legal Services
Accounting and Financial Services
Medical Practices
Architecture and Design
Engineering Consultancies
Technology and Software Development
Real Estate and Property Development
Management Consulting
Creative Agencies
Manufacturing
Retail and Hospitality
Legal
Corporate Governance
Finance
Executive Leadership
Board of Directors
Company Secretariat
Corporate Affairs
Risk Management
Compliance
Business Development
Managing Partner
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Secretary
Corporate Lawyer
Partner
Senior Partner
Board Director
Managing Director
Business Development Director
Equity Partner
Founding Partner
General Counsel
Finance Director
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