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1. Parties: Identification and details of all founding partners, including full legal names, addresses, and registration numbers if applicable
2. Background: Context of the partnership formation, business objectives, and brief description of the startup's purpose
3. Definitions: Clear definitions of key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, ownership percentages, and capital contributions
5. Business Purpose and Scope: Detailed description of the startup's business activities and limitations
6. Capital Contributions: Details of initial and future capital contributions, including valuation methods
7. Profit and Loss Sharing: Distribution of profits and losses among partners
8. Management and Decision Making: Governance structure, voting rights, and decision-making processes
9. Intellectual Property Rights: Ownership and protection of IP created before and during the partnership
10. Confidentiality: Protection of business secrets and confidential information
11. Non-Competition and Non-Solicitation: Restrictions on competing activities and hiring practices
12. Term and Termination: Duration of partnership and conditions for termination
13. Exit Provisions: Procedures for partner withdrawal, transfer of shares, and business sale
14. Dispute Resolution: Process for resolving conflicts, including mediation and arbitration procedures
15. Governing Law: Specification of Swiss law as governing law and jurisdiction
1. Employment of Partners: Use when partners will also be employees, defining roles and compensation
2. International Operations: Include for startups planning to operate across borders
3. Data Protection Compliance: Required if the startup will process personal data
4. Environmental Responsibility: Include for startups with environmental impact or sustainability focus
5. Research and Development: Add for technology-focused startups with R&D activities
6. External Funding: Include provisions for future investment rounds and investor relations
7. Partnership Insurance: Add requirements for business insurance and liability coverage
8. Social Media and Communications: Include for startups with significant public presence
9. Succession Planning: Add for long-term partnerships with inheritance considerations
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial contributions
2. Schedule 2: Business Plan: Initial business plan and financial projections
3. Schedule 3: Intellectual Property Register: List of existing IP rights brought into the partnership
4. Schedule 4: Partner Roles and Responsibilities: Detailed description of each partner's duties and areas of responsibility
5. Schedule 5: Authorized Signatories: List of partners authorized to sign various documents
6. Schedule 6: Valuation Methodology: Agreed methods for valuing partnership interests
7. Appendix A: Partnership Policies: Internal policies and procedures
8. Appendix B: Technology Stack: For tech startups, documentation of core technologies
9. Appendix C: Key Contracts: List of important external contracts and relationships
Applicable Law
Articles of Partnership
Business Day
Business Plan
Capital Account
Capital Contribution
Confidential Information
Default Event
Effective Date
Exit Event
Fair Market Value
Financial Year
Founding Partners
Initial Capital
Intellectual Property Rights
Management Committee
Material Breach
Net Profit
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Pre-Existing IP
Profit Share
Qualified Majority
Related Party
Reserved Matters
Share
Simple Majority
Startup Business
Swiss Code of Obligations
Territory
Third Party
Transfer
Valuation
Voting Rights
Working Capital
New IP
Business Opportunity
Competing Business
Good Leaver
Bad Leaver
Tag-Along Rights
Drag-Along Rights
Force Majeure Event
Insolvency Event
Key Person
Material Change
Permitted Transfer
Partnership Formation
Term and Duration
Capital Contributions
Ownership Structure
Management Rights
Decision Making
Voting Rights
Profit and Loss Sharing
Distribution Policy
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Partner Duties
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Valuation
New Partner Admission
Good Leaver/Bad Leaver
Exit Provisions
Force Majeure
Default
Termination
Deadlock Resolution
Dispute Resolution
Governing Law
Entire Agreement
Severability
Assignment
Notices
Amendment
Data Protection
Competition Law Compliance
Anti-corruption
Partner Warranties
Financial Records
Business Plan Implementation
Additional Capital
Bank Accounts
Insurance
Partnership Property
Technology
Fintech
Biotechnology
Life Sciences
Clean Technology
E-commerce
Software Development
Healthcare Technology
Digital Services
Manufacturing
Artificial Intelligence
Blockchain
Sustainable Energy
Medical Devices
Professional Services
Consumer Products
Educational Technology
Legal
Executive Leadership
Corporate Development
Finance
Operations
Business Development
Innovation
Strategy
Compliance
Administrative
CEO
Co-Founder
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Legal Counsel
Corporate Lawyer
Startup Advisor
Business Development Director
Innovation Manager
Managing Partner
Investment Manager
Venture Capital Associate
Company Secretary
Head of Operations
Technical Director
Product Manager
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