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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.
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
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
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
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Encumbrance
Financial Year
Founding Partners
Initial Capital
Intellectual Property Rights
Management Committee
Net Profit
New Partner
Partnership
Partnership Interest
Partnership Property
Pre-Existing IP
Profit Share
Restricted Business
Special Resolution
Territory
Transfer
Valuation
Vesting Period
Vesting Schedule
Working Capital
Exit Event
Fair Market Value
Material Change
Reserved Matters
Seed Investment
Series A Financing
Strategic Investment
Tag-Along Rights
Drag-Along Rights
Technology
Trade Secrets
Core Business
Developed IP
Equity Interest
Founding Team
Good Leaver
Bad Leaver
Key Performance Indicators
Qualifying Exit
Related Party
Partnership Formation
Term and Duration
Capital Contributions
Ownership Structure
Profit and Loss Sharing
Management Rights
Decision Making
Partner Duties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Financial Management
Banking Arrangements
Accounting and Records
Partner Meetings
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
New Partners Admission
Partner Exit
Good Leaver/Bad Leaver
Vesting
External Investment
Technology Development
Business Operations
Dispute Resolution
Termination
Force Majeure
Governing Law
Assignment
Notices
Severability
Entire Agreement
Partnership Property
Death or Incapacity
Amendment Process
Representations and Warranties
Indemnification
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
Legal
Executive Leadership
Corporate Development
Finance
Operations
Business Development
Compliance
Risk Management
Corporate Governance
Strategy
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
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