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1. Parties: Identification and details of all partners entering the agreement
2. Background: Context of the partnership formation and partners' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation and its effective date
5. Business Purpose: Detailed description of partnership's business activities and objectives
6. Capital Contributions: Details of initial and ongoing capital contributions from each partner
7. Ownership and Profit Sharing: Partnership interests and profit/loss distribution arrangements
8. Management and Decision Making: Management structure and voting rights for different types of decisions
9. Partners' Duties and Obligations: Rights, responsibilities, and obligations of all partners
10. Financial Management: Accounting practices, banking arrangements, and financial reporting requirements
11. Partnership Property: Treatment of partnership assets and intellectual property
12. Term and Termination: Duration of partnership and circumstances for termination
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners have other business interests
2. Confidentiality: Provisions for handling confidential information - essential when dealing with sensitive business information
3. Death or Incapacity: Procedures following death or incapacity of a partner - important for family businesses or long-term partnerships
4. Insurance: Requirements for business insurance - relevant when partnership has significant assets or risks
5. Dispute Resolution: Alternative dispute resolution procedures - useful for international partnerships or complex business relationships
6. Employee Management: Procedures for hiring and managing employees - necessary when partnership will have employees
7. Intellectual Property Rights: Detailed IP provisions - include when IP is crucial to the business
8. Environmental Compliance: Environmental obligations - necessary for businesses with environmental impact
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2 - Business Plan: Initial business plan and strategy
3. Schedule 3 - Partner Information: Detailed information about each partner including contact details and representatives
4. Schedule 4 - Partnership Property: Inventory of partnership assets and property
5. Schedule 5 - Management Procedures: Detailed procedures for management meetings and decision-making
6. Appendix A - Sample Notice Forms: Templates for various notices required under the agreement
7. Appendix B - Financial Procedures: Detailed accounting and financial management procedures
8. Appendix C - Signing Authorities: Documentation of partner signing authorities and limitations
Applicable Law
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Confidential Information
Default Event
Effective Date
Financial Year
Initial Capital
Intellectual Property Rights
Management Committee
Managing Partner
Net Profit
Net Loss
Operating Account
Partner
Partnership
Partnership Interest
Partnership Property
Percentage Interest
Profits and Losses
Quarter
Registered Office
Reserved Matters
Swiss Code of Obligations
Share
Silent Partner
Tax
Term
Territory
Transfer
Valuation
Working Capital
Commercial Register
Material Breach
Good Cause (wichtiger Grund/juste motif)
Business Assets
Partnership Books
Fiscal Year
Governing Law
Intellectual Property
Partnership Name
Partner's Capital
Retirement
Third Party
Partnership Purpose
Duration
Capital Contributions
Profit and Loss Sharing
Management Rights
Voting Rights
Partner Obligations
Decision Making
Financial Provisions
Banking Arrangements
Accounting Records
Partnership Property
Intellectual Property
Non-Competition
Confidentiality
Partner Admission
Partner Withdrawal
Transfer Restrictions
Death or Incapacity
Termination
Dissolution
Dispute Resolution
Force Majeure
Notices
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Partnership Name
Business Location
Tax Matters
Insurance
Compliance
Authority and Capacity
Further Assurance
Good Faith
Partner Representations
Employee Matters
Environmental Compliance
Indemnification
Record Keeping
Audit Rights
Partnership Meetings
Distributions
Reserved Matters
Professional Services
Consulting
Real Estate
Manufacturing
Retail
Technology
Agriculture
Healthcare
Financial Services
Construction
Hospitality
Legal Services
Creative Industries
Trading
Engineering
Legal
Corporate Affairs
Finance
Tax
Compliance
Business Development
Operations
Strategy
Investment
Risk Management
Corporate Governance
Administrative
Managing Partner
Legal Counsel
Business Development Director
Chief Executive Officer
Chief Financial Officer
Tax Advisor
Corporate Lawyer
Business Owner
Compliance Officer
Partnership Manager
Strategic Planning Director
Investment Manager
Operations Director
Professional Service Provider
General Counsel
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