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Amended And Restated Partnership Agreement
I need an Amended and Restated Partnership Agreement for our technology consulting firm that consolidates our original 2018 agreement and its five subsequent amendments, while adding provisions for two new partners joining in March 2025.
1. Parties: Identification of all partners, including full legal names and addresses
2. Background: History of the partnership, reference to original agreement and amendments, and purpose of restatement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Partnership Structure: Legal structure, name, business purpose, and principal place of business
5. Term and Continuation: Duration of partnership and conditions for continuation
6. Capital Contributions: Initial and ongoing capital contributions of partners
7. Ownership and Profit Sharing: Partnership interests, allocation of profits, losses, and distributions
8. Management and Decision Making: Management structure, voting rights, and decision-making processes
9. Rights and Obligations of Partners: Detailed responsibilities, duties, and rights of all partners
10. Books, Records and Accounting: Requirements for financial records, accounting methods, and reporting
11. Banking and Financial Matters: Banking arrangements, signing authorities, and financial controls
12. Transfer of Partnership Interests: Rules and restrictions regarding transfer of partnership interests
13. Withdrawal and Retirement: Process and terms for partner withdrawal or retirement
14. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution
15. Dispute Resolution: Procedures for resolving disputes between partners
16. General Provisions: Standard legal provisions including notices, amendments, governing law
1. Non-Competition and Non-Solicitation: Restrictions on competitive activities, used when partners have access to sensitive information
2. Intellectual Property Rights: IP ownership and usage rights, included when partnership involves significant IP
3. Insurance: Required insurance coverage, included when specific insurance requirements exist
4. Key Person Provisions: Special provisions for key partners, used when certain partners are crucial to operations
5. International Operations: Provisions for international business, included if partnership operates across borders
6. Regulatory Compliance: Industry-specific compliance requirements, included for regulated industries
7. Family Members and Succession: Family succession provisions, used for family partnerships
8. Environmental Matters: Environmental obligations, included for businesses with environmental impact
1. Schedule A - Capital Contributions: Detailed list of initial and subsequent capital contributions by each partner
2. Schedule B - Partnership Interests: Current ownership percentages and profit-sharing ratios
3. Schedule C - Original Agreement and Amendments: Copy or summary of original agreement and subsequent amendments being restated
4. Schedule D - Management Structure: Organizational chart and management responsibilities
5. Schedule E - Business Plan: Current business plan and strategic objectives
6. Schedule F - Property Schedule: List of partnership properties and assets
7. Schedule G - Special Voting Matters: List of decisions requiring special voting thresholds
8. Appendix 1 - Form of Transfer Agreement: Standard form for transferring partnership interests
9. Appendix 2 - Dispute Resolution Procedures: Detailed procedures for dispute resolution
Authors
Act
Affiliate
Agreement
Amended and Restated Date
Annual Budget
Applicable Law
Approved Bank
Assets
Authorized Representative
Available Cash
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Cause
Change of Control
Confidential Information
Control
Default Event
Defaulting Partner
Distributable Income
Distribution
Effective Date
Encumbrance
Fair Market Value
Fiscal Year
Force Majeure Event
General Partner
Good Standing
Governing Law
Initial Capital Contribution
Intellectual Property Rights
Limited Partner
Losses
Managing Partner
Material Adverse Effect
Net Income
Net Loss
Original Agreement
Original Date
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Percentage Interest
Person
Previous Amendments
Profits
Quarter
Related Party
Remaining Partners
Required Consent
Reserved Matters
Special Resolution
Subsidiary
Tax
Term
Territory
Transfer
Valuation Date
Withdrawal Notice
Working Capital
Interpretation
Definitions
Amendment and Restatement
Partnership Formation
Term and Termination
Capital Contributions
Partnership Interests
Profit and Loss Allocation
Distributions
Management Rights
Voting Rights
Partner Obligations
Restrictive Covenants
Confidentiality
Intellectual Property
Financial Matters
Tax Matters
Banking
Records and Accounting
Admissions of New Partners
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Partner Withdrawal
Buy-Sell Provisions
Death or Incapacity
Partnership Dissolution
Force Majeure
Dispute Resolution
Governing Law
Indemnification
Insurance
Notices
Assignment
Severability
Entire Agreement
Further Assurances
Amendments
Counterparts
Partner Representations
Compliance
Non-Competition
Non-Solicitation
Partnership Property
Business Operations
Decision Making
Meeting Procedures
Professional Services
Real Estate
Construction
Manufacturing
Technology
Healthcare
Retail
Agriculture
Mining
Financial Services
Consulting
Entertainment
Hospitality
Legal Services
Architecture
Engineering
Legal
Finance
Corporate Governance
Executive Leadership
Operations
Tax
Compliance
Risk Management
Business Development
Administrative Support
Managing Partner
CEO
CFO
General Counsel
Legal Director
Corporate Secretary
Business Development Director
Finance Manager
Partnership Administrator
Tax Director
Compliance Officer
Risk Manager
Managing Director
Senior Partner
Operations Director
Board Member
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