Preliminary Partnership Agreement for India

Preliminary Partnership Agreement Template for India

A comprehensive legal document governed by Indian law that establishes the preliminary framework for a partnership arrangement between two or more parties. This agreement outlines the proposed terms and conditions of the partnership, including capital contributions, profit-sharing ratios, management structure, and key responsibilities, while allowing parties to formalize their intentions before entering into a final partnership deed. The document incorporates provisions from the Indian Partnership Act, 1932, and the Indian Contract Act, 1872, ensuring compliance with local regulatory requirements while providing flexibility for future modifications.

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What is a Preliminary Partnership Agreement?

The Preliminary Partnership Agreement serves as an essential stepping stone in the formation of partnerships in India, providing a structured framework for parties to outline their intentions and basic terms before committing to a final partnership arrangement. This document is particularly useful when parties need time to conduct due diligence, finalize capital contributions, or obtain necessary approvals while maintaining a legally binding commitment to proceed with the partnership. The agreement, while governed by Indian law and specifically the Indian Partnership Act of 1932, allows parties to establish key terms such as profit sharing, management rights, and capital contributions while maintaining flexibility for future modifications. It provides protection for all parties during the preliminary phase and typically includes provisions for confidentiality, exclusivity, and the process for moving toward a final partnership deed.

What sections should be included in a Preliminary Partnership Agreement?

1. Parties: Identification and details of all prospective partners, including full names, addresses, and contact information

2. Background: Context of the partnership formation, including the business purpose and intentions of the parties

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

4. Purpose of Partnership: Clear statement of the intended business activities and objectives of the partnership

5. Duration: Term of the preliminary agreement and conditions for conversion to a final partnership agreement

6. Capital Contribution: Initial proposed capital contributions from each partner, whether monetary or in-kind

7. Profit and Loss Sharing: Proposed ratio or method for sharing profits and losses among partners

8. Management Structure: Basic framework for partnership management and decision-making processes

9. Rights and Duties: Fundamental rights and responsibilities of each partner

10. Confidentiality: Obligations regarding confidential information shared during the preliminary phase

11. Termination: Circumstances under which the preliminary agreement can be terminated

12. Governing Law: Specification of Indian law as governing law and jurisdiction

13. Signatures: Execution block for all parties

What sections are optional to include in a Preliminary Partnership Agreement?

1. Non-Compete: Restrictions on partners engaging in competing businesses, used when partners have existing business interests

2. Intellectual Property: Provisions regarding ownership and use of IP, necessary when the partnership involves technical knowledge or branded assets

3. Due Diligence: Framework for conducting due diligence, important for partnerships involving existing businesses or substantial assets

4. Exclusivity: Prevents partners from negotiating similar arrangements with others during the preliminary period

5. Dispute Resolution: Detailed mechanism for resolving disputes, including mediation or arbitration provisions

6. Cost Sharing: Allocation of costs during the preliminary phase, useful when significant expenses are expected before final agreement

7. Timeline for Final Agreement: Specific milestones and deadlines for moving to final partnership agreement

What schedules should be included in a Preliminary Partnership Agreement?

1. Schedule A - Business Plan: Preliminary business plan outlining the proposed operations and strategy

2. Schedule B - Capital Contribution Details: Detailed breakdown of each partner's proposed capital contributions, including valuation of non-cash assets

3. Schedule C - Partner Backgrounds: Professional backgrounds and relevant experience of each partner

4. Schedule D - Existing Assets: List of any existing assets to be contributed to the partnership

5. Schedule E - Required Licenses: List of licenses and permits required for the proposed business

6. Appendix 1 - Due Diligence Checklist: List of documents and information required from each partner

7. Appendix 2 - Timeline: Detailed timeline for moving from preliminary to final partnership agreement

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

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use
Clauses
Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Real Estate

Healthcare

Consulting

Education

Hospitality

Construction

Agriculture

E-commerce

Financial Services

Media and Entertainment

Relevant Teams

Legal

Corporate Affairs

Finance

Business Development

Compliance

Operations

Strategy

Risk Management

Investment

Commercial

Relevant Roles

Business Owner

Managing Director

Chief Executive Officer

Legal Counsel

Business Development Manager

Chief Financial Officer

Company Secretary

Partnership Consultant

Corporate Lawyer

Investment Manager

Compliance Officer

Operations Director

Finance Manager

Strategic Planning Director

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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