Start Up Business Partnership Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Start Up Business Partnership Agreement

I need a Start Up Business Partnership Agreement for a Hong Kong-based fintech venture between three founding partners (two technical, one business), with specific provisions for IP protection and a 4-year vesting schedule starting March 2025.

Document background
The Start Up Business Partnership Agreement is essential for entrepreneurs establishing a new business venture in Hong Kong's dynamic startup ecosystem. This document becomes necessary when two or more individuals or entities decide to form a partnership to pursue a business opportunity, particularly in innovative or technology-driven sectors. It addresses crucial aspects such as ownership structure, capital investments, profit sharing, management responsibilities, and intellectual property rights, all within the framework of Hong Kong's legal system, particularly the Partnership Ordinance (Cap. 38) and related business regulations. The agreement is designed to provide clarity and protection for all founding partners while maintaining flexibility for future growth, investment, and potential restructuring. It includes provisions for modern startup considerations such as equity vesting, technology development rights, and external investment preparation, making it particularly suitable for innovative ventures in Hong Kong's entrepreneurial landscape.
Suggested Sections

1. Parties: Identification and details of all founding partners entering into the agreement

2. Background: Context of the partnership formation, business objectives, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Structure: Legal structure, nature of partnership, and business scope

5. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions

6. Ownership and Profit Sharing: Partnership interests, profit/loss allocation, and distribution policy

7. Management and Decision Making: Governance structure, voting rights, and decision-making processes

8. Partners' Duties and Obligations: Roles, responsibilities, and commitments of each partner

9. Intellectual Property Rights: Ownership and protection of IP created before and during the partnership

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients

12. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner exits

13. Transfer of Partnership Interests: Rules and restrictions on transferring ownership interests

14. Dispute Resolution: Procedures for resolving conflicts between partners

15. Term and Termination: Duration of partnership and grounds for termination

16. General Provisions: Standard legal clauses including governing law, notices, and amendments

Optional Sections

1. Vesting Schedule: For partnerships with equity vesting arrangements, typically used in tech startups

2. Employee Stock Option Pool: When partners agree to set aside equity for future employee incentives

3. External Investment Provisions: For partnerships planning to seek venture capital or external investment

4. Technology Development: For tech startups, covering development responsibilities and ownership

5. International Operations: For startups planning to operate in multiple jurisdictions

6. Data Protection: Detailed provisions for handling personal and sensitive data

7. Environmental and Social Responsibility: For startups with specific environmental or social missions

8. Founder Full-Time Commitment: Requirements for founders' time commitment and outside activities

Suggested Schedules

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule 2: Business Plan: Initial business plan and strategic objectives

3. Schedule 3: Ownership Structure: Detailed cap table and ownership percentages

4. Schedule 4: Intellectual Property Register: List of existing IP assets brought into the partnership

5. Schedule 5: Management Responsibilities: Detailed allocation of management duties and responsibilities

6. Schedule 6: Reserved Matters: List of decisions requiring special majority or unanimous consent

7. Appendix A: Valuation Methodology: Agreed methods for valuing partnership interests

8. Appendix B: Financial Procedures: Detailed procedures for financial management and reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology and Software Development

E-commerce

Financial Technology

Professional Services

Digital Media and Entertainment

Healthcare Technology

Educational Technology

Biotechnology

Green Technology and Sustainability

Manufacturing and Hardware

Retail Innovation

Consulting Services

Creative Industries

Relevant Teams

Legal

Executive Leadership

Corporate Development

Finance

Operations

Business Development

Compliance

Risk Management

Corporate Governance

Strategy

Relevant Roles

Founder

Co-founder

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Business Development Director

Legal Counsel

Company Secretary

Startup Lawyer

Investment Manager

Partnership Manager

Venture Capital Associate

Corporate Development Manager

Risk Manager

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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