Preliminary Partnership Agreement Template for Australia

This document serves as a preliminary agreement between potential business partners in Australia, establishing the framework for a future formal partnership. It outlines the key terms, conditions, and expectations during the exploratory phase of the partnership, including confidentiality obligations, due diligence requirements, and initial business planning. Governed by Australian partnership and contract law, it provides legal protection while parties evaluate the viability of a full partnership arrangement, setting out clear procedures for information sharing, decision-making, and the potential transition to a formal partnership agreement.

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What is a Preliminary Partnership Agreement?

The Preliminary Partnership Agreement is a crucial document used in Australian business practice when two or more parties are considering entering into a formal business partnership but wish to establish clear terms for their preliminary relationship. This document is particularly valuable during the due diligence and evaluation phase, providing a structured framework for information sharing, confidentiality, and initial business planning while protecting all parties' interests. It includes provisions for initial contributions, decision-making processes, and conditions for progressing to a full partnership agreement. The document is governed by Australian partnership law and contract law principles, ensuring compliance with local legal requirements while maintaining flexibility for various business contexts. A Preliminary Partnership Agreement is especially useful for complex partnerships, joint ventures, or when significant assets or intellectual property are involved in the proposed partnership.

What sections should be included in a Preliminary Partnership Agreement?

1. Parties: Identification and details of all potential partners entering into the preliminary agreement

2. Background: Context of the proposed partnership, including the business purpose and reasons for entering into the preliminary agreement

3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty

4. Purpose and Scope: Outline of the intended business activities and scope of the proposed partnership

5. Duration: Term of the preliminary agreement and conditions for conversion to a full partnership agreement

6. Confidentiality: Obligations regarding confidential information shared during the preliminary period

7. Due Diligence: Framework for information sharing and evaluation process

8. Initial Contributions: Proposed or agreed initial capital contributions or assets to be contributed by each party

9. Decision Making: Process for making decisions during the preliminary period

10. Costs and Expenses: Allocation of costs incurred during the preliminary period

11. Termination: Circumstances and process for terminating the preliminary agreement

12. Governing Law: Specification of Australian law as governing law and jurisdiction

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

1. Non-Competition: Restrictions on competing activities during and after the preliminary period, used when parties are potential competitors

2. Intellectual Property: Ownership and usage rights of IP during the preliminary period, included when IP is a significant aspect of the proposed business

3. External Funding: Terms regarding seeking and securing external funding, included when external financing is contemplated

4. Key Personnel: Identification of key individuals and their roles, used when specific expertise or personnel are crucial to the partnership

5. Regulatory Compliance: Specific regulatory requirements and compliance obligations, included for regulated industries

6. Dispute Resolution: Detailed dispute resolution procedures, included when parties want specific resolution mechanisms

7. Insurance: Insurance requirements during the preliminary period, included when significant risks need to be covered

What schedules should be included in a Preliminary Partnership Agreement?

1. Schedule 1 - Business Plan: Preliminary business plan outlining proposed operations and objectives

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of proposed capital contributions from each party

3. Schedule 3 - Due Diligence Requirements: List of required documentation and information for due diligence

4. Schedule 4 - Proposed Partnership Structure: Organizational chart and management structure of the proposed partnership

5. Schedule 5 - Key Milestones: Timeline of key dates and milestones for establishing the full partnership

6. Appendix A - Confidentiality Terms: Detailed confidentiality obligations and procedures

7. Appendix B - Required Regulatory Approvals: List of necessary regulatory approvals and licenses

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

Jurisdiction

Australia

Publisher

Genie AI

Cost

Free to use

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