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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and partners' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation and Name: Declaration of partnership formation, partnership name, and registered office
5. Purpose and Business Scope: Detailed description of partnership's business activities and objectives
6. Term and Duration: Partnership commencement date and duration (fixed term or indefinite)
7. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions
8. Partnership Interests: Partners' ownership percentages and any classes of partnership interests
9. Management and Decision Making: Management structure, voting rights, and decision-making processes
10. Partners' Rights and Obligations: Core rights and duties of partners, including participation in management
11. Profit and Loss Allocation: Distribution of profits and losses among partners
12. Books and Records: Accounting requirements, record-keeping obligations, and access rights
13. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners
14. Withdrawal and Expulsion: Process and consequences of partner withdrawal or expulsion
15. Dissolution and Liquidation: Circumstances triggering dissolution and liquidation procedures
16. Notices: Communication requirements and methods between partners
17. Governing Law: Confirmation of German law application and jurisdiction
18. Amendments: Procedures for modifying the agreement
1. Non-Competition and Confidentiality: Restrictions on partners' competitive activities and confidentiality obligations, relevant for partnerships where intellectual property or trade secrets are important
2. Intellectual Property Rights: Allocation of IP rights among partners, needed when the partnership develops or uses significant IP
3. Alternative Dispute Resolution: Mediation or arbitration procedures, useful for larger partnerships or those preferring alternative dispute resolution
4. Insurance: Required insurance coverage and responsibilities, important for high-risk businesses or professional partnerships
5. Employee Matters: Guidelines for hiring and managing employees, relevant for larger partnerships with employees
6. Banking and Financial Matters: Detailed financial procedures and banking arrangements, important for partnerships with complex financial operations
7. Tax Matters: Specific tax elections and procedures, relevant for partnerships with complex tax situations
8. Professional Requirements: Specific provisions for professional partnerships (PartG), necessary for partnerships of regulated professionals
1. Schedule 1 - Initial Capital Contributions: Detailed list of each partner's initial capital contributions, including valuations of non-cash contributions
2. Schedule 2 - Partnership Interests: Detailed breakdown of partnership interests and any special rights attached to different classes
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives of the partnership
4. Schedule 4 - Management Procedures: Detailed procedures for management meetings, voting, and decision-making
5. Schedule 5 - Accounting Policies: Specific accounting policies and procedures to be followed
6. Appendix A - Form of Deed of Adherence: Template for admitting new partners
7. Appendix B - Calculation of Valuations: Methodology for valuing partnership interests for transfers or withdrawals
8. Appendix C - Authorized Signatories: List of partners and others authorized to sign various documents
Applicable Law
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Effective Date
Encumbrance
Financial Year
General Partner (Komplementär)
Limited Partner (Kommanditist)
Gesellschaft bürgerlichen Rechts (GbR)
Handelsgesetzbuch (HGB)
Initial Capital
Intellectual Property Rights
Management Board
Managing Partner
Material Breach
Net Income
Net Loss
Partnership
Partnership Interest
Partnership Property
Partner
Percentage Interest
Profit and Loss
Quarter
Registered Office
Related Party
Reserved Matters
Share
Silent Partner (Stiller Gesellschafter)
Subscription Amount
Tax Year
Territory
Transfer
Valuation
Withdrawal Notice
Definitions and Interpretation
Partnership Purpose
Term and Duration
Capital Contributions
Partnership Interests
Management Rights
Voting Rights
Decision Making
Partner Obligations
Profit and Loss Distribution
Accounting and Records
Banking Arrangements
Business Operations
Transfer Restrictions
Admission of Partners
Withdrawal of Partners
Expulsion of Partners
Non-Competition
Confidentiality
Intellectual Property
Tax Matters
Insurance
Default
Force Majeure
Dispute Resolution
Amendments
Dissolution
Liquidation
Notices
Governing Law
Severability
Entire Agreement
Professional Services
Legal Services
Medical Practices
Consulting
Real Estate
Architecture
Engineering
Retail
Manufacturing
Technology
Trading
Construction
Hospitality
Agriculture
Financial Services
Legal
Finance
Compliance
Corporate Governance
Tax
Operations
Risk Management
Business Development
Administration
Managing Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Tax Advisor
Company Secretary
Operations Manager
Partnership Administrator
Compliance Officer
Risk Manager
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