The Internal Agreement Between Partners is a crucial document used to establish and maintain clear governance structures in business partnerships operating under New Zealand law. This agreement is essential when two or more individuals or entities join forces in a business venture and need to formalize their relationship, responsibilities, and rights. It comprehensively addresses key aspects such as capital contributions, profit sharing, management structure, decision-making processes, and dispute resolution mechanisms. The document ensures compliance with the New Zealand Partnership Act 2019 and other relevant legislation while providing flexibility to accommodate specific business needs. It serves as the primary reference point for managing partner relationships and should be carefully crafted to prevent future disputes and provide clear guidelines for partnership operations.

1. Parties: Identifies and provides full details of all partners entering into the agreement

2. Background: Sets out the context and purpose of the partnership arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Partnership Structure: Outlines the nature of the partnership and partners' respective ownership interests

5. Capital Contributions: Details the initial and any ongoing capital contributions required from each partner

6. Management and Decision Making: Establishes management structure and voting rights for partnership decisions

7. Partners' Duties and Obligations: Sets out the responsibilities and obligations of all partners

8. Profit and Loss Distribution: Specifies how profits and losses will be allocated among partners

9. Banking and Financial Records: Details requirements for maintaining partnership accounts and financial records

10. Addition and Retirement of Partners: Procedures for admitting new partners and handling partner retirements

11. Transfer of Partnership Interest: Rules regarding the transfer of partnership interests to other partners or third parties

12. Dispute Resolution: Procedures for resolving disputes between partners

13. Termination: Circumstances and procedures for terminating the partnership

14. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement