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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, its name, purpose, and registered office
5. Capital Contributions: Initial and ongoing capital contributions of each partner
6. Ownership Interests: Partnership interests, units, or shares held by each partner
7. Management and Decision Making: Management structure, voting rights, and decision-making processes
8. Partners' Rights and Obligations: Core rights and duties of partners, including fiduciary duties
9. Profit and Loss Allocation: Distribution of profits and allocation of losses among partners
10. Banking and Financial Matters: Financial management, accounting practices, and banking arrangements
11. Transfer of Partnership Interests: Rules governing the transfer of partnership interests
12. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner withdrawals
13. Termination and Dissolution: Circumstances and procedures for partnership termination
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Provisions for IP ownership and licensing when the partnership involves significant IP assets
2. Non-Competition and Confidentiality: Restrictions on partners' competitive activities and handling of confidential information
3. Insurance: Requirements for partnership insurance coverage when significant risks exist
4. Employment of Partners: Terms for partners who are also employed by the partnership
5. Dispute Resolution: Detailed procedures for resolving disputes, including mediation or arbitration
6. Tax Matters: Specific tax planning provisions for complex tax situations
7. International Operations: Additional provisions for partnerships operating across borders
8. Real Estate: Specific provisions for partnerships holding or dealing with real estate
1. Schedule 1 - Initial Capital Contributions: Detailed list of each partner's initial capital contributions, including valuations
2. Schedule 2 - Partnership Interests: Current ownership structure and partnership units allocation
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule 5 - Accounting Policies: Specific accounting principles and procedures to be followed
6. Schedule 6 - Approved Banks: List of approved banks for partnership accounts
7. Appendix A - Partner Contact Information: Current contact details for all partners
8. Appendix B - Required Insurances: List of required insurance policies and minimum coverage
9. Appendix C - Form of Partner Accession Deed: Template for admitting new partners
Applicable Law
Articles of Partnership
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Cause
Commercial Register
Confidential Information
Default Event
Defaulting Partner
Effective Date
Encumbrance
Financial Year
General Partner
Good Faith
Governing Law
Initial Capital Contribution
Intellectual Property Rights
Limited Partner
Managing Partner
Material Breach
Net Income
Net Loss
Operating Expenses
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Share
Percentage Interest
Permitted Transfer
Principal Place of Business
Profit and Loss
Quarter
Registered Office
Related Party
Relevant Authority
Reserved Matters
Secretary
Senior Partner
Swiss GAAP
Tax
Territory
Third Party
Transfer
Valuation
Voting Rights
Working Day
Formation
Partnership Name and Purpose
Duration
Capital Contributions
Partnership Interests
Additional Capital
Management Rights
Decision Making
Voting Rights
Partner Obligations
Profit Distribution
Loss Allocation
Banking
Accounting
Tax Matters
Confidentiality
Non-Competition
Intellectual Property
Transfer Restrictions
Admission of Partners
Withdrawal of Partners
Death of Partner
Disability of Partner
Retirement
Expulsion
Valuation
First Refusal Rights
Tag Along Rights
Drag Along Rights
Business Plan
Partner Meetings
Records and Reports
Insurance
Indemnification
Dissolution
Liquidation
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Notices
Amendment
Assignment
Severability
Entire Agreement
Counterparts
Professional Services
Legal Services
Accounting & Tax
Management Consulting
Medical Practices
Architecture & Design
Engineering
Real Estate
Investment & Financial Services
Technology & Software
Trading & Distribution
Hospitality & Tourism
Creative & Media Services
Agricultural Business
Manufacturing
Legal
Finance
Compliance
Corporate Governance
Tax
Operations
Risk Management
Business Development
Administration
Executive Leadership
Partnership Management
Corporate Secretary Office
Managing Partner
Senior Partner
Legal Counsel
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Business Development Director
Partnership Administrator
Compliance Officer
Finance Director
Tax Manager
Corporate Secretary
Operations Manager
Risk Manager
Managing Director
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