Pre Partnership Agreement for Australia

Pre Partnership Agreement Template for Australia

A Pre Partnership Agreement is a formal document governed by Australian law that establishes the framework and conditions for parties exploring a potential business partnership. This agreement outlines the rights, obligations, and responsibilities of all parties during the preliminary phase before entering into a formal partnership arrangement. It includes provisions for due diligence, confidentiality, exclusivity, and the proposed structure of the eventual partnership, while ensuring compliance with relevant state Partnership Acts and federal business legislation. The document serves as a crucial risk management tool by setting clear expectations and protecting all parties' interests during the exploratory phase.

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What is a Pre Partnership Agreement?

A Pre Partnership Agreement is essential when two or more parties are considering forming a business partnership in Australia but wish to formalize their preliminary arrangements and protect their interests during the exploratory phase. This document is particularly crucial in scenarios where significant due diligence is required, confidential information needs to be shared, or substantial resources will be committed to exploring the partnership opportunity. It operates under Australian jurisdiction, specifically adhering to state-based Partnership Acts and federal business laws, and typically precedes a formal Partnership Agreement. The document includes vital provisions such as confidentiality obligations, exclusivity terms, cost allocation, due diligence requirements, and conditions precedent to forming the final partnership, thereby providing a clear framework for the pre-partnership phase while minimizing potential disputes and misunderstandings.

What sections should be included in a Pre Partnership Agreement?

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

What sections are optional to include in a Pre Partnership Agreement?

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

What schedules should be included in a Pre Partnership Agreement?

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

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

Professional Services

Retail

Manufacturing

Technology

Healthcare

Construction

Agriculture

Financial Services

Hospitality

Real Estate

Mining

Education

Creative Industries

Consulting

Transport and Logistics

Relevant Teams

Legal

Finance

Business Development

Corporate Development

Risk Management

Compliance

Operations

Strategy

Commercial

Mergers & Acquisitions

Investment

Executive Leadership

Relevant Roles

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

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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