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1. Parties: Identification of all partners, including full legal names, addresses, and status (general or limited partners)
2. Background: Context of the partnership formation, intended purpose, and general investment objectives
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Formation: Details of partnership establishment, including name, effective date, and registration requirements
5. Capital Contributions: Initial and ongoing capital contribution requirements, valuation methods, and timing
6. Ownership and Profit Sharing: Partnership interests, profit/loss allocation, and distribution policies
7. Management and Control: Management structure, voting rights, and decision-making processes
8. Investment Strategy: Investment objectives, permitted investments, and investment restrictions
9. Partner Rights and Obligations: Detailed rights and responsibilities of all partners
10. Transfer of Partnership Interests: Rules for transferring partnership interests, including right of first refusal
11. Financial Management: Accounting practices, reporting requirements, and fiscal year details
12. Term and Termination: Duration of partnership and conditions for termination or dissolution
13. Confidentiality: Protection of partnership and investment information
14. Dispute Resolution: Process for resolving disputes between partners
15. General Provisions: Standard legal provisions including governing law, amendments, and notices
1. International Investment Provisions: Required when partnership involves cross-border investments or international partners
2. Tax Elections: Specific tax treatment elections when partners require special tax considerations
3. Key Person Insurance: Insurance requirements for key partners or managers
4. Environmental, Social and Governance (ESG): ESG investment criteria and reporting requirements if applicable
5. Co-Investment Rights: Terms for co-investment opportunities with other parties
6. Advisory Board: Structure and role of advisory board if established
7. Carried Interest: Special profit-sharing arrangements for managing partners
8. RRSP/TFSA Eligibility: Special provisions for registered investment accounts if applicable
1. Schedule A - Initial Capital Contributions: Detailed list of initial capital contributions from each partner
2. Schedule B - Investment Guidelines: Detailed investment criteria, restrictions, and parameters
3. Schedule C - Valuation Methodology: Specific methods for valuing partnership assets and interests
4. Schedule D - Fee Structure: Management fees, performance fees, and other partnership expenses
5. Schedule E - Partner Contact Information: Detailed contact information and notice requirements
6. Appendix 1 - Partnership Certificate: Form of partnership certificate to be issued to partners
7. Appendix 2 - Transfer Notice: Form for notifying partnership of interest transfers
8. Appendix 3 - Subscription Agreement: Standard form for new partner subscriptions
9. Appendix 4 - Due Diligence Requirements: AML and KYC documentation requirements
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Annual Budget
Applicable Law
Auditor
Business Day
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Carried Interest
Cause
Change of Control
Closing
Confidential Information
Control
Default
Defaulting Partner
Distribution
Effective Date
Encumbrance
Exit Event
Fair Market Value
Financial Year
Follow-on Investment
Fund Administrator
General Partner
Hurdle Rate
Initial Capital Contribution
Initial Closing
Investment Committee
Investment Guidelines
Investment Manager
Investment Period
Investment Strategy
Key Person
Key Person Event
Limited Partner
Management Fee
Material Adverse Effect
Net Asset Value
Partnership
Partnership Assets
Partnership Interest
Performance Fee
Permitted Transfer
Portfolio Company
Preferred Return
Regulatory Authority
Related Party
Securities Laws
Subscription Agreement
Tax Act
Term
Transfer
Valuation Date
Voting Rights
Partnership Structure
Capital Contributions
Investment Strategy
Management Rights
Voting Rights
Transfer Restrictions
Capital Calls
Distribution Rights
Profit Sharing
Carried Interest
Management Fees
Investment Committee
Advisory Board
Reporting Requirements
Valuation
Exit Rights
Tag-Along Rights
Drag-Along Rights
Key Person Provisions
Non-Competition
Confidentiality
Information Rights
Amendment Procedures
Removal Rights
Default Provisions
Regulatory Compliance
Tax Matters
Indemnification
Limited Liability
Partner Obligations
Term and Termination
Withdrawal Rights
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Financial Services
Investment Management
Private Equity
Venture Capital
Real Estate Investment
Infrastructure
Asset Management
Professional Services
Technology Investment
Clean Energy Investment
Legal
Compliance
Investment Management
Risk Management
Finance
Tax
Corporate Governance
Investor Relations
Due Diligence
Portfolio Management
Operations
Administration
Chief Investment Officer
Investment Manager
Fund Manager
Legal Counsel
Compliance Officer
Chief Financial Officer
Managing Partner
Investment Director
Risk Manager
Partnership Administrator
Corporate Secretary
Due Diligence Officer
Portfolio Manager
Investment Analyst
General Counsel
Tax Director
Managing Director
Investor Relations Manager
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