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1. Parties: Identifies and provides full details of all partners entering the agreement
2. Background: Explains the context and purpose of the partnership, including the business concept and objectives
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Partnership Structure: Details the type of partnership, ownership percentages, and capital contributions
5. Management and Decision Making: Outlines how the partnership will be managed and how decisions will be made, including voting rights
6. Roles and Responsibilities: Defines specific roles, duties, and responsibilities of each partner
7. Capital and Financial Matters: Covers initial and ongoing capital contributions, profit/loss sharing, and distribution policies
8. Intellectual Property: Establishes ownership and protection of IP created before and during the partnership
9. Confidentiality: Defines confidential information and partners' obligations to maintain confidentiality
10. Non-Competition and Non-Solicitation: Restricts partners from competing with the business or poaching employees/clients
11. Term and Termination: Specifies the duration of the partnership and circumstances for termination
12. Exit Provisions: Details processes for partner exit, including voluntary departure and involuntary removal
13. Dispute Resolution: Establishes procedures for resolving conflicts between partners
14. General Provisions: Includes standard legal clauses such as governing law, notices, and amendments
1. Vesting Provisions: Used when partners' equity is subject to vesting schedules, typically for sweat equity arrangements
2. External Investment: Include when the partnership anticipates seeking external funding, outlining procedures and requirements
3. International Operations: Required if the startup plans to operate in multiple jurisdictions
4. Employee Stock Option Pool: Include if the partnership plans to offer equity incentives to employees
5. Technology Transfer: Necessary when specific technical knowledge or IP needs to be transferred between partners
6. Data Protection: Include if the business involves significant data processing or storage
7. Environmental Compliance: Required for startups operating in environmentally sensitive sectors
1. Schedule 1: Partner Details: Detailed information about each partner, including contact details and professional background
2. Schedule 2: Initial Capital Contributions: Itemized list of each partner's initial contributions, both cash and in-kind
3. Schedule 3: Business Plan: Initial business plan including market analysis, financial projections, and growth strategy
4. Schedule 4: Intellectual Property Register: Comprehensive list of all IP owned by or licensed to the partnership
5. Schedule 5: Vesting Schedule: If applicable, detailed vesting terms and schedules for partner equity
6. Schedule 6: Partner Responsibilities Matrix: Detailed breakdown of specific responsibilities assigned to each partner
7. Appendix A: Key Performance Indicators: Metrics and targets for measuring partnership and individual partner performance
8. Appendix B: Valuation Methodology: Agreed methods for valuing the business for various purposes including partner exit
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Deadlock
Default Event
Encumbrance
Financial Year
Force Majeure Event
Founding Partners
Initial Capital
Intellectual Property
Material Change
Net Profit
Operating Expenses
Partnership
Partnership Assets
Partnership Interest
Pre-existing IP
Proceedings
Related Entity
Reserved Matters
Share
Special Resolution
Startup IP
Sweat Equity
Term
Territory
Third Party Rights
Transfer
Valuation
Vesting Period
Vesting Schedule
Working Capital
Partnership Formation
Term and Duration
Capital Contributions
Ownership Structure
Partnership Interests
Management Rights
Decision Making
Partner Responsibilities
Financial Management
Profit and Loss Distribution
Banking Arrangements
Intellectual Property Rights
Technology Transfer
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Partner Warranties
Sweat Equity
Vesting Rights
Future Funding
External Investment
Business Operations
Record Keeping
Partner Meetings
Reserved Matters
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Buy-Sell Provisions
Valuation Mechanisms
Default Events
Force Majeure
Dispute Resolution
Mediation
Arbitration
Partner Death or Incapacity
Partnership Dissolution
Termination Rights
Post-Termination Obligations
Notices
Assignment
Amendment Procedures
Governing Law
Jurisdiction
Severability
Entire Agreement
Further Assurance
Technology
E-commerce
Financial Services
Healthcare Technology
Clean Energy
Digital Media
Biotechnology
Software Development
Consumer Products
Professional Services
Manufacturing
Artificial Intelligence
Blockchain
Educational Technology
Legal
Executive Leadership
Corporate Development
Business Development
Finance
Operations
Investment
Strategy
Risk Management
Compliance
Founder
Co-founder
CEO
CTO
CFO
COO
Business Development Director
Startup Lawyer
Legal Counsel
Venture Capitalist
Angel Investor
Investment Manager
Partnership Manager
Business Advisory Manager
Corporate Lawyer
Startup Advisor
Innovation Director
Entrepreneur in Residence
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