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1. Parties: Details of all prospective partners
2. Background: Context and purpose of the pre-partnership arrangement
3. Definitions: Key terms used throughout the agreement
4. Duration: Term of the pre-partnership agreement
5. Confidentiality: Protection of sensitive information during negotiations
6. Due Diligence: Requirements for information sharing and verification
7. Conditions Precedent: Conditions that must be met before partnership formation
1. Exclusivity: Prevents parties from negotiating with others during the pre-partnership period
2. Cost Sharing: Provisions for how pre-partnership costs will be allocated between parties
3. Intellectual Property: Treatment of IP during pre-partnership phase and provisions for IP developed during this period
4. Break Fee: Compensation provisions if negotiations fail or one party withdraws
1. Due Diligence Requirements: Detailed list of required documentation and verifications
2. Timeline: Key dates and milestones for partnership formation
3. Draft Partnership Agreement: Preliminary version of intended partnership agreement
4. Financial Information: Required financial disclosures and projections
5. Asset Schedule: List of assets to be contributed to partnership
Business Day
Business Plan
Commencement Date
Completion
Conditions Precedent
Confidential Information
Due Diligence Information
Due Diligence Period
Effective Date
Existing Business
Initial Capital Contribution
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Partnership
Partnership Assets
Partnership Business
Permitted Purpose
Professional Advisers
Proposed Partnership
Representatives
Target Business
Term
Transaction Documents
Confidentiality
Due Diligence
Conditions Precedent
Exclusivity
Good Faith
Cost Sharing
Break Fee
Warranties
Intellectual Property
Information Sharing
Non-Solicitation
Non-Competition
Partnership Formation
Capital Contributions
Termination
Force Majeure
Notices
Assignment
Entire Agreement
Variation
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
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