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1. Parties: Identification of all potential partners and their contact details
2. Background: Context of the proposed partnership and the purpose of the pre-partnership agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Duration and Purpose: Term of the pre-partnership agreement and intended business purpose
5. Confidentiality: Obligations regarding confidential information shared during the pre-partnership phase
6. Due Diligence: Process and requirements for conducting due diligence investigations
7. Proposed Capital Contributions: Intended financial and non-financial contributions by each party
8. Exclusivity: Restrictions on negotiating with other potential partners during this period
9. Costs and Expenses: Allocation of costs during the pre-partnership phase
10. Decision Making Process: How decisions will be made during the pre-partnership period
11. Conditions Precedent: Conditions that must be met before proceeding to formal partnership
12. Termination: Circumstances and process for terminating the pre-partnership agreement
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
1. Intellectual Property: Provisions for IP protection and ownership during the pre-partnership phase, used when IP is a significant aspect of the proposed business
2. Non-Competition: Restrictions on competitive activities, used when parties are currently in similar businesses
3. External Funding: Provisions regarding seeking and securing external funding, used when external capital raising is contemplated
4. Key Personnel: Identification of key staff and their roles, used when specific individuals are crucial to the proposed partnership
5. Property and Assets: Details of property or assets to be acquired, used when specific assets are central to the partnership
6. Regulatory Compliance: Specific regulatory requirements, used for heavily regulated industries
7. International Considerations: Provisions for international aspects, used when the partnership involves cross-border elements
8. Third Party Agreements: Handling of existing contracts and relationships, used when significant third-party contracts are involved
1. Schedule 1 - Business Plan: Preliminary business plan and strategic objectives
2. Schedule 2 - Due Diligence Requirements: Detailed list of due diligence items required from each party
3. Schedule 3 - Proposed Capital Structure: Detailed breakdown of proposed financial contributions and ownership structure
4. Schedule 4 - Timeline: Key dates and milestones for the pre-partnership phase
5. Schedule 5 - Proposed Partnership Agreement Terms: Key terms to be included in the final partnership agreement
6. Appendix A - Confidential Information: List of information designated as confidential
7. Appendix B - Asset Register: Preliminary list of assets to be contributed to the partnership
8. Appendix C - Required Approvals: List of regulatory or third-party approvals needed
Business
Business Day
Business Plan
Commencement Date
Confidential Information
Conditions Precedent
Due Diligence
Due Diligence Period
Effective Date
Exclusivity Period
Final Partnership Agreement
Initial Capital Contribution
Intellectual Property
Material Adverse Change
Negotiation Period
Parties
Partnership Assets
Preliminary Expenses
Proposed Business
Proposed Partnership
Related Bodies Corporate
Related Party
Representatives
Target Date
Term
Territory
Third Party
Withdrawal Notice
Working Capital
Duration
Due Diligence
Confidentiality
Exclusivity
Non-Competition
Good Faith
Cost Allocation
Capital Contribution
Decision Making
Information Exchange
Intellectual Property
Regulatory Compliance
Conditions Precedent
Partnership Formation
Termination
Exit Rights
Representations and Warranties
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Amendment
Further Assurance
Third Party Rights
Counterparts
Business Operations
Management Rights
Asset Contribution
Financial Obligations
Tax Matters
Insurance
Indemnification
Professional Services
Retail
Manufacturing
Technology
Healthcare
Construction
Agriculture
Financial Services
Hospitality
Real Estate
Mining
Education
Creative Industries
Consulting
Transport and Logistics
Legal
Finance
Business Development
Corporate Development
Risk Management
Compliance
Operations
Strategy
Commercial
Mergers & Acquisitions
Investment
Executive Leadership
Business Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Business Development Manager
Legal Counsel
Commercial Director
Partnership Manager
Investment Manager
Risk Manager
Company Secretary
Operations Director
Professional Partner
Entrepreneur
Strategic Alliance Manager
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