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1. Parties: Identification of the partnership entity and the managing partner, including full legal names and addresses
2. Background: Context of the appointment, partnership structure, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including 'Partnership', 'Management Services', 'Business Plan', etc.
4. Appointment and Term: Formal appointment as managing partner, commencement date, and duration of appointment
5. Powers and Duties: Scope of management authority, decision-making powers, and key responsibilities
6. Partnership Interests: Managing partner's ownership stake, capital contribution, and profit sharing arrangements
7. Remuneration: Base compensation, profit share, benefits, and expense reimbursement
8. Management Obligations: Specific duties, reporting requirements, and standard of care
9. Decision Making Process: Voting rights, reserved matters, and procedure for key decisions
10. Confidentiality: Protection of partnership information and trade secrets
11. Non-Competition: Restrictions on competing activities during and after the partnership
12. Termination: Grounds for termination, notice periods, and consequences
13. Exit Provisions: Process for managing partner departure, including valuation and buyout terms
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Intellectual Property Rights: Required when the managing partner may develop or work with significant IP
2. International Operations: Needed when the partnership operates across multiple jurisdictions
3. Employee Management: Include when the managing partner has significant staff management responsibilities
4. Investment Authority: Required when the managing partner has authority to make investment decisions
5. Succession Planning: Important for partnerships where continuity planning is crucial
6. Insurance Requirements: Specific insurance obligations for high-risk industries or activities
7. Environmental Responsibilities: Necessary for partnerships in industries with environmental impact
8. Data Protection Obligations: Detailed section needed when handling significant personal data
1. Schedule 1 - Services Description: Detailed outline of management services to be provided
2. Schedule 2 - Remuneration Structure: Detailed compensation framework including bonus calculations
3. Schedule 3 - Business Plan: Initial business plan and targets
4. Schedule 4 - Key Performance Indicators: Specific performance metrics and evaluation criteria
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval
6. Schedule 6 - Insurance Requirements: Required insurance coverage details
7. Appendix A - Power of Attorney: Formal authorization of managing partner's powers
8. Appendix B - Compliance Guidelines: Specific compliance requirements and procedures
9. Appendix C - Reporting Templates: Standard formats for required management reports
Applicable Law
Articles of Partnership
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Cause
Confidential Information
Control
Effective Date
Financial Year
Good Reason
Intellectual Property Rights
Key Performance Indicators
Management Services
Managing Partner
Other Partners
Partnership
Partnership Board
Partnership Interest
Partnership Property
Profit Share
Quarter
Reserved Matters
Services
Term
Territory
Trade Secrets
Transfer
Valuation Date
Working Hours
Handelsgesetzbuch
Bürgerliches Gesetzbuch
Management Board
Gesellschafterversammlung
Geschäftsführer
Prokura
Term and Duration
Management Powers
Partnership Interests
Capital Contributions
Duties and Obligations
Authority Limitations
Decision Making
Remuneration
Profit Sharing
Performance Requirements
Reporting Obligations
Board Meetings
Financial Management
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Insurance
Representation and Warranties
Indemnification
Termination
Good Leaver/Bad Leaver
Exit Provisions
Buy-Out Rights
Force Majeure
Assignment
Amendment
Notices
Severability
Entire Agreement
Governing Law
Dispute Resolution
Compliance
Professional Services
Legal Services
Financial Services
Management Consulting
Architecture
Engineering
Medical Practices
Accounting
Real Estate
Technology
Manufacturing
Retail
Hospitality
Construction
Private Equity
Legal
Corporate Governance
Executive Management
Partnership Administration
Finance
Compliance
Human Resources
Operations
Risk Management
Strategy
Managing Partner
Senior Partner
Executive Partner
General Partner
Partnership Director
Chief Executive Officer
Managing Director
Head of Partnership Operations
Partnership Board Member
Senior Legal Counsel
Corporate Governance Officer
Chief Financial Officer
Partnership Administrator
Compliance Officer
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