The Non-Equity Partnership Agreement serves as a crucial document for professional services firms operating under German law who wish to expand their partnership structure without extending full equity participation. This agreement type bridges the gap between employee status and full partnership, offering senior professionals enhanced rights and responsibilities while maintaining the firm's existing ownership structure. It is particularly relevant for organizations seeking to retain and reward high-performing professionals who have demonstrated leadership potential but are not yet ready for or do not require full equity partnership. The document addresses specific requirements under German partnership law, including provisions from the Bürgerliches Gesetzbuch (BGB) and Handelsgesetzbuch (HGB), while incorporating necessary elements regarding professional liability, profit sharing, and management participation.

1. Parties: Identification of the partnership entity and the incoming non-equity partner

2. Background: Context of the agreement and brief description of the partnership's business

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Status: Terms of appointment as non-equity partner and clarification of legal status

5. Duration: Term of the agreement and renewal provisions

6. Duties and Responsibilities: Detailed description of the non-equity partner's roles and obligations

7. Time Commitment: Expected working hours and availability requirements

8. Remuneration: Compensation structure, including base payment, bonus arrangements, and benefits

9. Expenses: Rules regarding business expense reimbursement and spending authority

10. Professional Standards: Required professional conduct, qualifications, and ongoing education requirements

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Intellectual Property: Ownership and rights regarding IP created during the partnership

13. Non-Competition: Restrictions on competitive activities during and after the partnership

14. Insurance and Liability: Professional liability insurance requirements and limitation of liability provisions

15. Termination: Grounds and procedures for termination of the agreement

16. Post-Termination Obligations: Continuing obligations after termination

17. Governing Law and Jurisdiction: Specification of German law application and jurisdiction

18. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments