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1. Parties: Details of all potential partners including full legal names, addresses, and contact information
2. Background: Context of the proposed partnership, including the business concept and reasons for considering the partnership
3. Definitions: Definitions of key terms used throughout the agreement
4. Purpose and Scope: Outline of the intended business activities and scope of the proposed partnership
5. Due Diligence Period: Timeframe and process for conducting due diligence investigations
6. Confidentiality: Obligations regarding confidential information shared during the pre-partnership period
7. Exclusivity: Commitment not to negotiate with other potential partners during the specified period
8. Proposed Terms of Partnership: Key terms that will form the basis of the final partnership agreement
9. Costs and Expenses: Allocation of costs incurred during the pre-partnership period
10. Termination: Circumstances under which the pre-partnership agreement can be terminated
11. Governing Law: Specification that New Zealand law governs the agreement
12. Execution: Signature blocks and execution details
1. Initial Capital Contributions: Details of proposed capital contributions when specific amounts have been discussed
2. Existing Business Assets: Used when one party is bringing an existing business into the proposed partnership
3. Intellectual Property Protection: Required when significant IP will be shared during discussions
4. Non-Competition: Include when parties want to restrict competitive activities during negotiations
5. Key Personnel: Include when specific individuals are crucial to the proposed partnership
6. Milestone Requirements: Used when specific goals or conditions must be met before proceeding to partnership
7. Third-Party Consents: Include when the partnership formation requires approval from external parties
8. Professional Advisory Requirements: Include when specific professional advice must be obtained before partnership formation
1. Schedule 1 - Due Diligence Requirements: Detailed list of required due diligence items and documentation
2. Schedule 2 - Proposed Business Plan: Initial business plan or concept for the proposed partnership
3. Schedule 3 - Asset Schedule: List of assets to be contributed by each party to the partnership
4. Schedule 4 - Timeline and Key Dates: Important dates and deadlines for the pre-partnership period
5. Appendix A - Confidentiality Terms: Detailed confidentiality provisions and requirements
6. Appendix B - Draft Partnership Agreement Terms: Key terms proposed for the final partnership agreement
7. Appendix C - Financial Projections: Initial financial forecasts and assumptions for the proposed partnership
Business
Business Day
Business Plan
Commencement Date
Confidential Information
Due Diligence
Due Diligence Period
Effective Date
Exclusivity Period
Existing Business
Initial Capital Contribution
Intellectual Property
Negotiation Period
Parties
Partnership
Permitted Purpose
Preliminary Costs
Proposed Partnership
Proposed Terms
Related Entity
Representatives
Specified Period
Target Date
Termination Date
Termination Event
Third Party
Working Hours
Confidentiality
Due Diligence
Exclusivity
Costs and Expenses
Good Faith Negotiations
Non-Competition
Intellectual Property Protection
Information Sharing
Asset Valuation
Proposed Capital Contributions
Timeline and Milestones
Professional Advisory Requirements
Decision Making Process
Termination Rights
Dispute Resolution
Governing Law
Notices
Assignment
Entire Agreement
Severability
Force Majeure
Third Party Rights
Variation
Waiver
Further Assurance
Professional Services
Retail
Manufacturing
Technology
Healthcare
Construction
Hospitality
Agriculture
Real Estate
Financial Services
Consulting
Education
Legal
Corporate Development
Executive Leadership
Finance
Operations
Risk Management
Business Development
Commercial
Strategy
Mergers & Acquisitions
Chief Executive Officer
Managing Director
Business Owner
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Partner (Professional Services)
Commercial Director
Operations Director
Company Secretary
Risk Manager
Investment Manager
Strategic Planning Director
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