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1. Parties: Identification of existing partners and incoming partner
2. Background: Context of the partnership and buy-in arrangement
3. Definitions: Key terms used throughout the agreement
4. Buy-in Terms: Purchase price, payment terms, and timing
5. Capital Contribution: Details of initial and ongoing capital requirements
6. Profit Sharing: New profit sharing arrangements post buy-in
7. Management Rights: Voting rights and management responsibilities
8. Restrictive Covenants: Non-compete and confidentiality provisions
1. Regulatory Compliance: Additional provisions required when partnership operates in regulated sector (e.g., financial services, legal, medical)
2. Intellectual Property: Specific provisions dealing with IP ownership, transfer, and usage rights when partnership owns significant intellectual property
3. Professional Indemnity: Detailed insurance requirements and liability provisions for professional services partnerships
1. Schedule 1: Partnership Assets: Comprehensive list of partnership assets and their agreed valuations
2. Schedule 2: Calculation of Purchase Price: Detailed methodology and calculations for determining the buy-in amount
3. Schedule 3: Payment Schedule: Detailed timeline and terms for payment of the purchase price
4. Appendix A: Current Partnership Agreement: Copy of the existing partnership agreement being amended
5. Appendix B: Financial Statements: Recent financial statements of the partnership used for valuation
Admission Date
Buy-in Price
Business
Capital Account
Capital Contribution
Completion
Completion Date
Confidential Information
Current Partners
Draw
Effective Date
Existing Partnership Agreement
Financial Year
Fixed Share
Goodwill
Incoming Partner
Initial Capital Contribution
Intellectual Property Rights
Management Committee
Partnership
Partnership Assets
Partnership Bank Account
Partnership Premises
Parties
Payment Schedule
Profit Share
Purchase Price
Restricted Business
Restricted Period
Services
Territory
Valuation Date
Voting Rights
Working Capital
Buy-in Terms
Purchase Price
Payment Terms
Capital Contribution
Profit Sharing
Management Rights
Voting Rights
Partnership Assets
Admission Requirements
Representations and Warranties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Partner Obligations
Decision Making
Financial Matters
Banking Arrangements
Partnership Meetings
Professional Indemnity
Insurance
Death and Incapacity
Retirement
Expulsion
Restrictive Covenants
Dispute Resolution
Notices
Amendment and Variation
Governing Law
Jurisdiction
Entire Agreement
Severability
Assignment
Third Party Rights
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