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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and brief description of the business purpose
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, ownership percentages, and capital contributions
5. Term and Commencement: Duration of the partnership and effective date
6. Business of the Partnership: Detailed description of partnership's business activities and scope
7. Capital Contributions: Initial and ongoing capital requirements, valuation of non-cash contributions
8. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners
9. Management and Decision Making: Governance structure, voting rights, and decision-making processes
10. Partners' Duties and Obligations: Responsibilities, commitments, and expected contributions of each partner
11. Financial Management: Banking, accounting practices, and financial reporting requirements
12. Intellectual Property Rights: Ownership and usage of IP brought into or created during the partnership
13. Confidentiality: Protection of partnership and partner confidential information
14. Non-Competition: Restrictions on competing activities during and after partnership
15. Termination: Circumstances and procedures for partnership termination
16. Dispute Resolution: Procedures for resolving conflicts between partners
17. Governing Law: Confirmation of Irish law governance and jurisdiction
1. Good Leaver/Bad Leaver Provisions: Terms for partner exit based on circumstances of departure
2. International Operations: Required for partnerships operating across multiple jurisdictions
3. Data Protection: Detailed GDPR compliance measures, needed if handling personal data
4. Environmental Compliance: Required for partnerships in industries with environmental impact
5. Employment Matters: Needed if partnership will have employees
6. Insurance Requirements: Detailed insurance obligations for high-risk business activities
7. Anti-Corruption Compliance: Required for international operations or government contracts
8. Force Majeure: Provisions for unforeseeable circumstances preventing performance
9. Step-in Rights: Required for partnerships with critical operational responsibilities
10. Partnership Expansion: Procedures for admitting new partners or expanding operations
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Profit Sharing Mechanism: Detailed calculations and timing of profit distributions
4. Schedule 4: Management Structure: Organizational chart and management responsibilities
5. Schedule 5: Intellectual Property Register: List of IP owned by or licensed to the partnership
6. Schedule 6: Partner Contact Details: Complete contact information for all partners and key representatives
7. Schedule 7: Reserved Matters: Decisions requiring special majority or unanimous consent
8. Appendix A: Partner Warranties: Specific representations and warranties made by each partner
9. Appendix B: Competitor List: Defined list of competitors for non-compete provisions
10. Appendix C: Valuation Methodology: Agreed methods for valuing partnership interests
Additional Capital
Affiliate
Agreement
Annual Budget
Applicable Law
Assets
Authorized Representative
Bad Leaver
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Change of Control
Commencement Date
Confidential Information
Control
Deadlock
Default Event
Defaulting Partner
Effective Date
Encumbrance
Financial Year
Good Leaver
Governing Law
Initial Capital
Initial Term
Intellectual Property Rights
Key Performance Indicators
Management Committee
Managing Partner
Material Breach
Non-Compete Period
Non-Defaulting Partner
Operating Expenses
Partnership
Partnership Interest
Partnership Property
Partners
Permitted Transfer
Profit Share
Quarter
Related Party
Reserved Matters
Senior Management
Services
Share
Strategic Plan
Tax
Term
Territory
Third Party
Transfer
Valuation
Working Capital
Partnership Formation
Term and Duration
Capital Contributions
Partnership Interests
Profit and Loss Sharing
Management Rights
Decision Making
Partner Obligations
Reserved Matters
Financial Management
Banking Arrangements
Accounting and Records
Tax Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Admission of New Partners
Partner Exit
Good Leaver/Bad Leaver
Buy-Out Rights
Valuation
Default Events
Force Majeure
Termination
Dissolution
Dispute Resolution
Governing Law
Data Protection
Anti-Money Laundering
Compliance
Insurance
Notices
Assignment
Severability
Entire Agreement
Amendments
Third Party Rights
Further Assurance
Professional Services
Technology
Financial Services
Real Estate
Manufacturing
Retail
Healthcare
Construction
Consulting
Agriculture
Energy
Entertainment
Hospitality
Education
Transportation and Logistics
Legal
Finance
Corporate Development
Executive Leadership
Risk and Compliance
Operations
Business Development
Investment
Strategy
Corporate Governance
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Director
Finance Director
Operations Manager
Company Secretary
Risk Manager
Compliance Officer
Partnership Manager
Senior Partner
Executive Director
Investment Manager
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