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1. Parties: Identification and details of both companies entering the partnership
2. Background: Context and purpose of the partnership agreement
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal structure and nature of the partnership
5. Capital Contributions: Initial and ongoing capital commitments
6. Profit and Loss Sharing: Distribution of profits and allocation of losses
7. Management and Control: Decision-making processes and management structure
8. Term and Termination: Duration and conditions for ending the partnership
1. Intellectual Property Rights: Provisions governing IP ownership, licensing arrangements, and protection of intellectual property assets between partners
2. Non-Competition: Restrictions on competing activities and protection of business interests during and after the partnership
3. Employee Matters: Provisions regarding staff transfers, employment arrangements, and responsibilities for employee-related obligations
1. Business Plan: Detailed operational and strategic plans for the partnership
2. Capital Contributions Schedule: Detailed breakdown of each partner's capital contributions, including timing and nature of contributions
3. Asset Register: Comprehensive list of partnership assets and their ownership status
4. Service Level Agreements: Detailed service commitments and performance standards between partners
5. Governance Procedures: Detailed procedures for management, voting, and decision-making processes
Agreement
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Effective Date
Financial Year
First Partner
Intellectual Property Rights
Management Board
Management Committee
Net Profits
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Profit Share
Reserved Matters
Second Partner
Services
Term
Territory
Withdrawal Notice
Working Capital
Partnership Formation
Term and Duration
Business of the Partnership
Capital Contributions
Additional Capital
Profit and Loss Sharing
Banking and Financial Matters
Management and Control
Decision Making
Reserved Matters
Partners' Obligations
Meetings
Accounting and Records
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Insurance
Transfer of Interest
Admission of New Partners
Default
Termination
Consequences of Termination
Force Majeure
Dispute Resolution
Notices
Assignment
Entire Agreement
Variation
Waiver
Severability
Costs
Third Party Rights
Governing Law
Jurisdiction
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