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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including full legal names, addresses, and registration details where applicable
2. Background: Context of the partnership formation, including the business purpose and intentions of the parties
3. Definitions: Definitions of key terms used throughout the agreement, including specific Dutch legal terminology
4. Formation and Name: Formal establishment of the partnership, its trade name, and registered address
5. Purpose and Business: Detailed description of the partnership's business activities and scope
6. Duration: Term of the partnership and conditions for continuation or termination
7. Capital Contributions: Details of initial and any subsequent capital contributions by all partners
8. Partners' Rights and Obligations: Specific rights, duties, and restrictions applicable to General and Limited Partners
9. Management and Control: Management structure and decision-making processes, particularly the General Partner's authority
10. Profit and Loss Allocation: Framework for distributing profits and losses among partners
11. Books and Records: Requirements for maintaining partnership accounts and records
12. Partner Meetings: Procedures for partner meetings and voting rights
13. Transfer Restrictions: Rules governing the transfer of partnership interests
14. Dissolution and Liquidation: Processes for partnership dissolution and asset distribution
15. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
1. Bank Accounts: Specific provisions for partnership banking arrangements, used when multiple account signatories are needed
2. Intellectual Property: Provisions regarding IP ownership and usage, important when the partnership will develop or use significant IP
3. Non-Competition: Restrictions on partners' competing activities, relevant for partnerships in competitive industries
4. Employment Matters: Framework for employee hiring and management, needed if the partnership will have employees
5. Insurance: Requirements for partnership insurance coverage, important for high-risk businesses
6. Environmental Compliance: Environmental obligations and compliance requirements, necessary for partnerships in industries with environmental impact
7. Confidentiality: Provisions for protecting partnership confidential information, important for partnerships with sensitive information or trade secrets
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2 - Partnership Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Management Structure: Detailed organizational structure and management procedures
4. Schedule 4 - Profit Sharing Ratios: Specific formulas and methods for profit and loss allocation
5. Schedule 5 - Partner Details: Complete partner information including contact details and tax registration numbers
6. Schedule 6 - Reserved Matters: List of decisions requiring special approval or unanimous consent
7. Appendix A - KvK Registration Requirements: Checklist and forms for Dutch Chamber of Commerce registration
8. Appendix B - Power of Attorney: Standard form of power of attorney for partnership matters
Articles of Association
Business Day
Business Plan
Capital Account
Capital Contribution
Commanditaire Vennoot
Beherend Vennoot
Commanditaire Vennootschap
Confidential Information
Default Event
Defaulting Partner
Distribution
Effective Date
Encumbrance
Financial Year
General Partner
Initial Capital Contribution
Investment Committee
KvK
Limited Partner
Limited Partnership
Management Fee
Managing Partner
Partner
Partnership
Partnership Interest
Partnership Property
Profit and Loss
Quarter
Reserved Matters
Transfer
Transferee
Transferor
VAT
Handelsregister
Voting Rights
Winding Up
Working Day
Dutch Civil Code
Dutch Commercial Code
Partnership Assets
Material Breach
Managing Board
Participating Interest
Partnership Share
Register of Partners
Special Resolution
Ordinary Resolution
Unanimous Resolution
Partnership Purpose
Term and Duration
Capital Contributions
Additional Capital
Partnership Interests
Management Rights
Partner Obligations
Liability Limitations
Profit Distribution
Loss Allocation
Banking Arrangements
Accounting
Tax Matters
Partner Meetings
Voting Rights
Transfer Restrictions
First Refusal Rights
Tag-Along Rights
Drag-Along Rights
Default
Withdrawal
Removal
Admission of New Partners
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Partnership Property
Decision Making
Reserved Matters
Partner Representatives
Information Rights
Reports and Accounts
Audit Rights
Amendments
Assignment
Force Majeure
Notices
Power of Attorney
Registration Requirements
Dissolution
Liquidation
Governing Law
Dispute Resolution
Severability
Entire Agreement
Investment Management
Private Equity
Real Estate
Professional Services
Technology
Manufacturing
Retail
Construction
Agriculture
Energy
Healthcare
Hospitality
Legal
Finance
Corporate Services
Tax
Compliance
Risk Management
Investment
Business Development
Partner Relations
Corporate Governance
Administrative
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Investment Manager
Fund Manager
Business Development Director
Company Secretary
Tax Director
Compliance Officer
Risk Manager
Partner Relations Manager
General Counsel
Corporate Lawyer
Investment Director
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