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1. Parties: Identifies and provides full details of the company and individual entering into the partnership agreement
2. Background: Explains the context and purpose of the partnership, including the business objectives and intentions of both parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document
4. Partnership Formation and Term: Establishes the partnership's commencement date, term, and conditions for continuation or termination
5. Nature of Partnership: Defines the scope of the partnership, business objectives, and limitations on partners' activities
6. Capital Contributions: Details the initial and any ongoing capital contributions required from each partner
7. Profit and Loss Sharing: Specifies how profits and losses will be distributed between the partners
8. Management and Decision Making: Outlines the management structure and decision-making processes, including voting rights and responsibilities
9. Partners' Duties and Obligations: Details the specific duties, responsibilities, and obligations of each partner
10. Financial Management: Establishes procedures for financial management, including banking, accounting, and audit requirements
11. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property brought into or created during the partnership
12. Confidentiality: Sets out obligations regarding confidential information and trade secrets
13. Non-Competition and Non-Solicitation: Establishes restrictions on competitive activities and client/employee solicitation
14. Termination: Details the circumstances and procedures for terminating the partnership
15. Consequences of Termination: Outlines the process for winding up and distributing assets upon termination
16. Dispute Resolution: Establishes procedures for resolving disputes between partners
17. Governing Law: Specifies Hong Kong law as governing law and jurisdiction for disputes
18. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and severability
1. Death or Incapacity: Include when partners want specific arrangements for handling death or incapacity of the individual partner
2. Insurance: Include when specific insurance requirements are needed for the partnership or partners
3. Additional Capital Contributions: Include when there's a need to specify terms for future capital calls or contributions
4. Assignment and Transfer: Include when transfer of partnership interests needs to be specifically regulated
5. Partnership Property: Include when specific property will be owned by the partnership rather than individual partners
6. Marketing and Branding: Include when specific requirements exist for use of names, logos, and marketing materials
7. Professional Qualifications: Include when the individual partner must maintain specific professional qualifications
8. Compliance Requirements: Include when specific regulatory or industry compliance requirements apply
9. Foreign Exchange Provisions: Include when partnership involves cross-border transactions or multiple currencies
1. Schedule 1 - Capital Contributions: Detailed breakdown of initial and agreed future capital contributions
2. Schedule 2 - Profit Sharing Formula: Detailed calculations and methodology for profit and loss distribution
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives of the partnership
4. Schedule 4 - Intellectual Property: List of intellectual property brought into the partnership by each partner
5. Schedule 5 - Management Responsibilities: Detailed breakdown of specific management duties and responsibilities
6. Schedule 6 - Company Information: Corporate details, registration numbers, and regulatory licenses of the company partner
7. Schedule 7 - Individual Partner Details: Professional qualifications, experience, and relevant personal details of the individual partner
8. Schedule 8 - Equipment and Assets: List of equipment, assets, and resources contributed by each partner
9. Appendix A - Partnership Policies: Key operational policies and procedures for the partnership
10. Appendix B - Forms and Templates: Standard forms for partnership operations, including expense claims and reporting templates
Business
Business Day
Business Hours
Business Plan
Capital Account
Capital Contribution
Company
Companies Registry
Commencement Date
Confidential Information
Default Event
Distributed Profits
Drawing Account
Effective Date
Financial Year
Force Majeure Event
Governing Law
Individual Partner
Initial Capital
Intellectual Property Rights
Management Committee
Material Breach
Net Profits
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Parties
Professional Services
Profit Share
Quarterly Accounts
Related Company
Reserved Matters
Services
Territory
Term
Termination Date
Trade Secrets
Working Capital
Partnership Formation
Term and Duration
Capital Contributions
Profit and Loss Sharing
Management Rights
Decision Making
Financial Management
Banking Arrangements
Accounting Records
Partner Duties
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Partnership Property
Business Name
Insurance
Representations and Warranties
Death or Incapacity
Assignment and Transfer
Addition of Partners
Termination
Events of Default
Force Majeure
Dispute Resolution
Arbitration
Governing Law
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Compliance with Laws
Data Protection
Good Faith
Costs and Expenses
Tax Matters
Indemnification
Professional Services
Management Consulting
Information Technology
Financial Services
Creative Industries
Healthcare Services
Real Estate
Engineering Services
Education and Training
Media and Entertainment
Retail and Distribution
Manufacturing
Environmental Services
Research and Development
Legal
Corporate Development
Finance
Operations
Business Development
Compliance
Risk Management
Strategic Planning
Human Resources
Commercial
Chief Executive Officer
Managing Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Partnership Manager
Chief Financial Officer
Operations Director
Professional Consultant
Independent Contractor
Business Owner
Entrepreneur
Company Secretary
Risk Manager
Compliance Officer
Strategic Planning Director
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