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1. Parties: Identification and details of all partnership parties
2. Background: Context of the partnership formation and property investment intentions
3. Definitions: Defined terms used throughout the agreement
4. Partnership Structure: Legal form of partnership and ownership structure
5. Property Details: Specific information about the real estate assets involved
6. Capital Contributions: Initial and ongoing capital commitments from each partner
7. Ownership and Profit Sharing: Distribution of ownership interests and profit-sharing arrangements
8. Management and Decision Making: Governance structure and decision-making processes
9. Financial Management: Handling of accounts, expenses, and distributions
10. Transfer Restrictions: Limitations on transfer of partnership interests
11. Exit Provisions: Terms for partner withdrawal or partnership dissolution
12. Representations and Warranties: Standard declarations by all parties
13. Notices: Communication procedures between partners
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. General Provisions: Miscellaneous legal provisions including severability and entire agreement
1. Foreign Investment Provisions: Required when any partner is not Swiss, addressing Lex Koller compliance
2. Development Rights: Include when the partnership plans property development activities
3. Property Management: Required when the partnership will manage properties directly
4. Financing Arrangements: Include when external financing or mortgages are involved
5. Environmental Provisions: Required for properties with environmental considerations or risks
6. Tax Structure: Include detailed tax arrangements when complex tax planning is involved
7. Right of First Refusal: Optional provisions for partner purchase rights
8. Dispute Resolution: Alternative dispute resolution procedures if desired beyond standard court jurisdiction
1. Property Schedule: Detailed description of real estate assets, including land register details
2. Capital Contributions Schedule: Detailed breakdown of each partner's contributions
3. Partner Information: Detailed information about each partner, including contact details
4. Management Procedures: Detailed operational procedures and responsibilities
5. Financial Procedures: Accounting policies and financial management procedures
6. Property Valuation: Initial property valuations and valuation methodology
7. Due Diligence Reports: Summary of property due diligence findings
8. Insurance Requirements: Required insurance coverage for properties and partnership
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