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1. Parties: Identification of all partners and any other relevant parties to the settlement agreement
2. Background: Recitals explaining the partnership's history, reason for dissolution, and context for the settlement
3. Definitions: Definitions of key terms used throughout the agreement
4. Interpretation: Rules for interpreting the agreement, including construction of references and calculations
5. Acknowledgment of Dissolution: Formal acknowledgment of the partnership's dissolution and effective date
6. Settlement Terms: Core terms of the settlement including financial arrangements and asset distribution
7. Release and Waiver: Mutual release of claims and waiver of rights between the parties
8. Tax Matters: Allocation of tax liabilities and responsibilities
9. Further Assurance: Obligations to execute further documents and take necessary actions to implement the settlement
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution requirements
1. Non-Compete and Non-Solicitation: Restrictions on future business activities and client solicitation, if agreed between parties
2. Confidentiality: Obligations regarding confidential information, typically included if sensitive business information is involved
3. Ongoing Obligations: Any continuing duties or responsibilities of the parties post-dissolution
4. Intellectual Property Rights: Allocation of IP rights if the partnership owned or developed intellectual property
5. Third Party Rights: Provisions regarding the rights of third parties under the Contracts (Rights of Third Parties) Ordinance
6. Insurance and Indemnification: Provisions for maintaining insurance coverage and indemnification obligations
7. Dispute Resolution: Detailed procedures for resolving disputes, including mediation or arbitration provisions
8. Public Announcements: Requirements for making public statements about the dissolution and settlement
1. Schedule 1 - Asset Distribution: Detailed listing of partnership assets and their agreed distribution
2. Schedule 2 - Financial Settlement: Detailed breakdown of financial settlements including payments and adjustments
3. Schedule 3 - Outstanding Liabilities: List of partnership liabilities and their allocation between partners
4. Schedule 4 - Client List: Distribution or handling of client relationships and ongoing matters
5. Schedule 5 - Completion Actions: List of actions required to be taken by each party to complete the settlement
6. Appendix A - Partnership Agreement: Copy of the original partnership agreement being terminated
7. Appendix B - Valuation Reports: Any relevant valuation reports for partnership assets
8. Appendix C - Tax Calculations: Detailed tax calculations and allocations
Definitions
Partnership Dissolution
Asset Distribution
Financial Settlement
Payment Terms
Release and Waiver
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Client Transition
Tax Obligations
Outstanding Liabilities
Further Assurance
Warranties and Representations
Notices
Assignment
Severability
Entire Agreement
Variation
Third Party Rights
Professional Insurance
Document Retention
Public Announcements
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Costs and Expenses
Completion Mechanics
Continuing Obligations
Bank Accounts
Partnership Name
Survival Provisions
Professional Services
Legal Services
Accounting & Audit
Medical Practices
Architecture & Design
Management Consulting
Real Estate
Financial Services
Engineering Services
Information Technology
Creative Industries
Trading & Distribution
Construction
Healthcare Services
Legal
Finance
Compliance
Risk Management
Operations
Business Development
Human Resources
Administration
Corporate Secretarial
Tax
Audit
Partnership Management
Executive Leadership
Managing Partner
Senior Partner
Executive Partner
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Legal Counsel
Company Secretary
Finance Director
Operations Director
Managing Director
Business Development Director
Risk Manager
Compliance Officer
Partnership Administrator
Professional Partner
Equity Partner
Junior Partner
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