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Equity Partnership Agreement
"I need an Equity Partnership Agreement for a technology consulting firm with three founding partners, where two partners will contribute capital and one will contribute intellectual property, with a planned business commencement date of March 1, 2025."
1. Parties: Identification and details of all partners entering the agreement
2. Background: Context of the partnership formation, including business purpose and objectives
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Partnership Structure: Legal structure, nature of partnership, and relationship between partners
5. Capital Contributions: Initial and ongoing capital contributions, valuation methods, and timing
6. Ownership and Equity Stakes: Distribution of ownership, equity percentages, and any classes of partnership interests
7. Management and Decision Making: Governance structure, voting rights, and decision-making processes
8. Partners' Rights and Obligations: Detailed rights, duties, and responsibilities of all partners
9. Financial Matters: Profit sharing, loss allocation, drawings, and distribution policies
10. Banking and Financial Records: Banking arrangements, accounting procedures, and record-keeping requirements
11. Transfer of Partnership Interests: Rules for selling, transferring, or encumbering partnership interests
12. Addition and Retirement of Partners: Procedures for admitting new partners and handling partner retirements
13. Default and Removal: Events of default and procedures for removing partners
14. Dispute Resolution: Procedures for resolving disputes between partners
15. Termination and Dissolution: Circumstances and procedures for partnership termination and asset distribution
16. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Intellectual Property: Provisions for IP ownership and licensing when the partnership involves significant IP assets
2. Employment of Partners: Terms for partners who are also employees, including roles and remuneration
3. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
4. Insurance: Required insurance coverage when partnership has significant risk exposure
5. External Financing: Provisions for obtaining and managing external funding when anticipated
6. Property Ownership: Specific provisions for partnerships holding real estate or significant physical assets
7. International Operations: Additional provisions for partnerships operating across multiple jurisdictions
8. Tag-Along and Drag-Along Rights: Special provisions for partnerships with potential exit strategies or sale prospects
1. Schedule 1: Partner Details: Detailed information about each partner, including contact details and initial capital contributions
2. Schedule 2: Business Plan: Initial business plan and strategic objectives of the partnership
3. Schedule 3: Capital Accounts: Details of partner capital accounts and valuation methodologies
4. Schedule 4: Asset Register: List of partnership assets and their agreed values
5. Schedule 5: Deed of Adherence: Template for new partners joining the partnership
6. Schedule 6: Management Structure: Detailed management structure and reporting lines
7. Schedule 7: Reserved Matters: List of decisions requiring special or unanimous partner approval
8. Appendix A: Valuation Rules: Detailed methodology for valuing partnership interests
9. Appendix B: Financial Procedures: Detailed accounting and financial management procedures
10. Appendix C: Exit Procedures: Detailed procedures for partner exits and interest transfers
Authors
Additional Capital
Agreement
Annual Budget
Auditor
Authorized Representative
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Default Notice
Departing Partner
Dispute
Distribution
Drawing
Effective Date
Encumbrance
Equity Interest
Fair Market Value
Financial Year
General Partner
Good Faith
Governing Law
Initial Capital
Insolvency Event
Intellectual Property
Limited Partner
Management Committee
Managing Partner
Material Adverse Change
Net Profit
New Partner
Operating Expenses
Partnership
Partnership Interest
Partnership Property
Professional Duties
Profit Share
Reserved Matters
Resolution
Retirement Notice
Senior Partner
Special Resolution
Transfer
Unanimous Resolution
Valuation Date
Voting Rights
Working Capital
Capital Contributions
Profit and Loss Sharing
Management Rights
Voting Rights
Decision Making
Partner Duties
Financial Management
Bank Accounts
Accounting Records
Distribution Policy
Reserved Matters
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Partner Admission
Partner Retirement
Default Events
Expulsion
Buy-Out Provisions
Valuation
Confidentiality
Non-Competition
Intellectual Property
Dispute Resolution
Deadlock Resolution
Force Majeure
Partnership Property
Insurance
Indemnification
Amendments
Notices
Governing Law
Partnership Dissolution
Asset Distribution
Good Faith
Severability
Entire Agreement
Further Assurance
Assignment
Costs
Partnership Meetings
Business Planning
Financial Reporting
Partner Warranties
Compliance
Term and Termination
Professional Services
Agriculture & Farming
Real Estate & Property
Medical Practices
Legal Services
Accounting & Financial Services
Consulting Services
Architecture & Design
Engineering Services
Technology & Software
Retail & Hospitality
Manufacturing & Industrial
Creative & Media Services
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Operations
Executive Leadership
Board of Directors
Administration
Business Development
Managing Partner
Senior Partner
Equity Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Business Development Manager
Operations Manager
Finance Director
Partnership Administrator
Managing Director
Board Member
Compliance Officer
Risk Manager
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