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1. Parties: Identification and details of all three partners, including legal form and registration details
2. Background: Context of the partnership formation and partners' intentions
3. Definitions: Key terms used throughout the agreement
4. Partnership Formation: Legal establishment of the partnership, including its name, purpose, and commencement date
5. Contributions: Details of initial and ongoing contributions (capital, assets, services) from each partner
6. Profit and Loss Sharing: Distribution of profits and losses among partners
7. Management and Decision Making: Governance structure, voting rights, and decision-making processes
8. Partner Rights and Obligations: Core responsibilities and rights of each partner
9. Banking and Financial Matters: Financial management, accounting practices, and banking arrangements
10. Meetings and Resolutions: Procedures for partner meetings and documentation of decisions
11. Restrictions on Partners: Non-compete, confidentiality, and other restrictive covenants
12. Transfer of Partnership Interests: Rules regarding transfer of partnership shares and admission of new partners
13. Term and Termination: Duration of partnership and circumstances for termination
14. Dissolution and Liquidation: Procedures for winding up the partnership
15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Intellectual Property Rights: Required when IP is created or used within the partnership
2. Employee Matters: Needed when the partnership will have employees
3. Insurance: Important when specific insurance coverage is required for the business
4. Data Protection: Required when partnership involves processing personal data
5. Quality Control: Necessary for partnerships involving product manufacturing or service delivery
6. Marketing and Branding: Important when joint branding or marketing efforts are planned
7. Dispute Resolution: Optional alternative dispute resolution procedures
8. Force Majeure: Recommended for partnerships with significant operational risks
9. Environmental Compliance: Required for partnerships with environmental impact
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial contributions
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Partner Information: Detailed information about each partner including contact details and representatives
4. Schedule 4 - Management Structure: Detailed organizational structure and management procedures
5. Schedule 5 - Accounting Principles: Specific accounting policies and procedures
6. Schedule 6 - Intellectual Property Register: List of IP rights brought into or developed by the partnership
7. Schedule 7 - Reserved Matters: Decisions requiring special majority or unanimous consent
8. Appendix A - Form of Partner Resolution: Template for documenting partner resolutions
9. Appendix B - Transfer Notice: Template for notice of transfer of partnership interests
Applicable Law
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Defaulting Partner
Effective Date
Emergency Situation
Encumbrance
Financial Year
Force Majeure Event
Geschäftsführer
Governing Law
Initial Capital Contribution
Intellectual Property Rights
Management Committee
Material Breach
Non-Defaulting Partner
Operating Costs
Partnership
Partnership Assets
Partnership Interest
Partner A
Partner B
Partner C
Partnership Share
Parties
Profit and Loss
Quarter
Reserved Matters
Senior Management
Services
Special Majority
Strategic Plan
Subordinated Loan
Tax
Territory
Third Party
Transfer
Unanimous Consent
Working Capital
Partnership Formation
Duration
Capital Contributions
Additional Capital
Partnership Interests
Management Rights
Profit and Loss Sharing
Distribution Policy
Banking Arrangements
Accounting and Records
Partner Meetings
Voting Rights
Reserved Matters
Business Plan
Confidentiality
Non-Competition
Intellectual Property
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Default
Deadlock Resolution
Force Majeure
Termination
Exit Rights
Buy-Out Rights
Anti-Dilution
Information Rights
Representations and Warranties
Tax Matters
Employment Matters
Insurance
Data Protection
Dispute Resolution
Governing Law
Amendments
Assignment
Severability
Notices
Entire Agreement
Technology
Manufacturing
Professional Services
Healthcare
Real Estate
Renewable Energy
Retail
Logistics
Research and Development
Financial Services
Media and Entertainment
Construction
Agriculture
Education
Consulting
Legal
Corporate Development
Finance
Operations
Strategy
Business Development
Compliance
Risk Management
Commercial
Corporate Governance
Project Management
Chief Executive Officer
Managing Director
Legal Counsel
Chief Financial Officer
Business Development Director
Partnership Manager
Chief Operating Officer
Corporate Strategy Director
Head of Legal
Investment Manager
Commercial Director
Operations Director
Compliance Officer
Risk Manager
Project Manager
General Counsel
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