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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and purpose of the agreement
3. Definitions: Key terms and their meanings used throughout the agreement
4. Partnership Business: Nature and scope of business activities, including permitted activities
5. Capital Contributions: Initial and ongoing capital requirements and procedures
6. Profit and Loss Sharing: Distribution of profits and allocation of losses between partners
7. Management Rights: Decision-making processes, voting rights, and management authority
8. Banking and Financial Matters: Financial procedures, accounting periods, and banking arrangements
9. Term and Termination: Duration of partnership and circumstances for termination
10. Exit Provisions: Process for partner withdrawal, retirement, or death
11. General Provisions: Boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property Rights: Provisions for ownership and use of IP created during partnership
2. Non-Compete Provisions: Restrictions on competitive activities during and after partnership
3. International Operations: Provisions for cross-border business activities and compliance
4. Dispute Resolution: Specific procedures for resolving partnership disputes
5. Insurance: Requirements for business insurance and coverage
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2: Profit Sharing Ratios: Specific percentages and calculation methods for profit distribution
3. Schedule 3: Business Plan: Initial business strategy, projections, and operational plans
4. Schedule 4: Partner Details: Complete contact information and notice details for all partners
5. Schedule 5: Asset Register: List of partnership assets and their agreed values
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Distribution
Effective Date
Financial Year
Initial Capital Contribution
Intellectual Property Rights
Management Committee
Managing Partner
Net Income
Net Loss
Partner
Partnership
Partnership Assets
Partnership Interest
Percentage Interest
Profit and Loss
Quarter
Reserved Matters
Tax
Term
Territory
Transfer
Unanimous Consent
Voting Rights
Withdrawal Notice
Working Capital
Partnership Formation
Business Purpose
Term and Duration
Capital Contributions
Additional Capital
Profit and Loss Distribution
Management and Control
Voting Rights
Partnership Meetings
Banking and Financial Records
Partner Duties and Obligations
Decision Making
Reserved Matters
Accounting and Tax
Distributions
Transfer of Partnership Interest
Admission of New Partners
Withdrawal of Partners
Death or Incapacity
Termination
Dissolution
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Dispute Resolution
Force Majeure
Notices
Amendment Procedures
Entire Agreement
Severability
Governing Law
Jurisdiction
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