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1. Parties: Identification of all partners entering into the agreement, including full legal names and addresses
2. Background: Context of the partnership formation and purpose of the non-compete provisions
3. Definitions: Clear definitions of key terms used throughout the agreement, including 'Competitive Business', 'Restricted Territory', and 'Confidential Information'
4. Partnership Structure: Details of the partnership arrangement, including ownership percentages, roles, and responsibilities
5. Non-Compete Obligations: Specific restrictions on competitive activities, including scope, duration, and geographic limitations
6. Confidentiality: Provisions protecting confidential information and trade secrets of the partnership
7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
8. Enforcement and Remedies: Methods of enforcement and available remedies for breach of non-compete provisions
9. Governing Law: Specification of Canadian law and relevant provincial jurisdiction
10. Dispute Resolution: Procedures for resolving disputes between partners
11. Severability: Provision ensuring that if any part of the agreement is found unenforceable, the rest remains valid
12. Entire Agreement: Confirmation that this document represents the complete agreement between parties
1. International Operations: Additional provisions for partnerships operating across international borders
2. Intellectual Property Rights: Specific provisions for partnerships involving significant IP assets
3. Digital Assets and Online Presence: Provisions regarding online competition and digital market presence
4. Training and Knowledge Transfer: Requirements for knowledge sharing and training between partners
5. Exit Strategy: Detailed procedures for partner withdrawal or retirement
6. Insurance Requirements: Specific insurance obligations for partners
7. Capital Contributions: Details of required financial contributions if applicable
8. Profit Sharing: Specific arrangements for distribution of profits if different from standard partnership shares
1. Schedule A - Restricted Territory: Detailed description and/or maps of geographic areas covered by non-compete provisions
2. Schedule B - Competitive Business Definition: Detailed description of business activities considered competitive
3. Schedule C - Partner Contributions: Detailed list of each partner's initial and ongoing contributions
4. Schedule D - Confidential Information: Comprehensive list of information deemed confidential
5. Appendix 1 - Partnership Assets: Inventory of partnership assets subject to the agreement
6. Appendix 2 - Existing Client List: List of current clients protected under the agreement
7. Appendix 3 - Compliance Guidelines: Practical guidelines for partners to maintain compliance with non-compete provisions
Applicable Law
Business
Business Day
Cause
Change of Control
Client
Competing Business
Competition
Confidential Information
Effective Date
Excepted Activities
Geographic Territory
Intellectual Property
Material Breach
New Business Opportunity
Non-Compete Period
Partnership
Partnership Assets
Partnership Interest
Partners
Permitted Activities
Professional Services
Proprietary Information
Restricted Activities
Restricted Period
Restricted Territory
Severance Payment
Termination Date
Trade Secrets
Transfer
Withdrawal
Work Product
Partnership Formation
Term and Duration
Non-Compete Obligations
Territorial Restrictions
Confidentiality
Partnership Interests
Capital Contributions
Profit Sharing
Management Rights
Decision Making
Intellectual Property
Client Relationships
Business Operations
Financial Matters
Partner Duties
Restrictive Covenants
Exit Provisions
Transfer Restrictions
Death and Disability
Termination
Notice Requirements
Dispute Resolution
Enforcement
Remedies
Indemnification
Insurance
Force Majeure
Severability
Amendment
Governing Law
Entire Agreement
Professional Services
Management Consulting
Technology and Software Development
Healthcare Services
Financial Services
Legal Services
Engineering Services
Architecture and Design
Marketing and Advertising
Real Estate
Accounting and Tax Services
Business Advisory Services
Legal
Executive Leadership
Corporate Development
Human Resources
Business Development
Professional Practice
Operations
Finance
Compliance
Risk Management
Managing Partner
Senior Partner
Executive Partner
Founding Partner
Equity Partner
Junior Partner
Associate Partner
Partnership Director
Chief Executive Officer
Chief Operating Officer
Managing Director
Professional Practice Lead
Department Head
Practice Group Leader
Regional Director
Business Development Director
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