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Profit Distribution Agreement
"I need a Profit Distribution Agreement for a three-party joint venture in the New Zealand technology sector, where profits will be distributed quarterly based on shareholding percentages of 40-35-25, with provisions for reinvestment of up to 20% of profits for business growth."
1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and purpose of the agreement, including the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Profits', 'Distribution Period', and 'Payment Date'
4. Profit Calculation: Details the methodology for calculating distributable profits, including accounting principles and adjustments
5. Distribution Rules: Specifies the agreed profit-sharing ratios, distribution priorities, and any caps or thresholds
6. Payment Terms: Sets out the timing, frequency, and method of profit distributions
7. Record Keeping and Accounts: Specifies requirements for maintaining financial records and preparing accounts
8. Audit Rights: Establishes rights to audit and verify profit calculations
9. Tax Provisions: Addresses tax implications and responsibilities regarding profit distributions
10. Term and Termination: Specifies the duration of the agreement and circumstances for termination
11. Dispute Resolution: Outlines the process for resolving disputes related to profit calculations or distributions
12. General Provisions: Includes standard clauses such as governing law, notices, and amendments
1. Management Participation: Include when profit distribution is linked to management responsibilities or decision-making rights
2. Reinvestment Provisions: Include when parties may or must reinvest certain portions of profits back into the business
3. International Payments: Include when profit distributions involve cross-border payments
4. Dividend Policy: Include for corporate entities where profit distribution takes the form of dividends
5. Loss Allocation: Include when the agreement needs to address how losses are shared between parties
6. Working Capital Retention: Include when specific amounts need to be retained for business operations
7. Exit Provisions: Include when addressing profit distribution implications of a party's exit
8. Compliance with Shareholders' Agreement: Include when profit distribution must align with an existing shareholders' agreement
1. Schedule 1 - Profit Calculation Methodology: Detailed steps and formulas for calculating distributable profits
2. Schedule 2 - Distribution Waterfall: Detailed breakdown of distribution priorities and percentages
3. Schedule 3 - Accounting Principles: Specific accounting policies and principles to be applied
4. Schedule 4 - Tax Treatment: Detailed tax considerations and calculations
5. Schedule 5 - Bank Account Details: Payment details for each party
6. Schedule 6 - Reporting Template: Standard format for profit calculation and distribution reports
7. Appendix A - Initial Financial Statements: Baseline financial statements for reference
8. Appendix B - Worked Examples: Examples illustrating profit calculations and distributions
Authors
Accounting Standards
Adjusted Profit
Agreement
Annual Accounts
Applicable Law
Audit
Auditor
Business
Business Day
Calendar Quarter
Commencement Date
Companies Act
Confidential Information
Distributable Profit
Distribution
Distribution Date
Distribution Period
Distribution Policy
Distribution Ratio
Effective Date
Extraordinary Distribution
Financial Year
Force Majeure Event
Gross Profit
Group
Initial Period
Insolvency Event
Management Accounts
Material Adverse Change
Net Profit
Operating Expenses
Parties
Payment Date
Profit Calculation Method
Profit Share
Quarter
Regulatory Authority
Relevant Percentage
Reserved Matters
Retained Earnings
Review Period
Scheduled Distribution
Special Distribution
Tax
Term
Territory
Working Capital
Definitions
Calculation of Profits
Distribution Mechanics
Payment Terms
Distribution Restrictions
Accounting and Records
Audit Rights
Tax Compliance
Representations and Warranties
Confidentiality
Force Majeure
Term and Termination
Events of Default
Assignment and Transfer
Notices
Amendments
Governing Law
Dispute Resolution
Entire Agreement
Severability
Further Assurance
Costs
Counterparts
Third Party Rights
Withholding Rights
Distribution Policy
Working Capital Requirements
Reserve Accounts
Management Participation
Reporting Requirements
Bank Accounts
Currency Conversion
Distribution Frequency
No Partnership
Waiver
Time of Essence
Compliance with Laws
Anti-Money Laundering
Set-off Rights
Professional Services
Investment Management
Real Estate
Technology
Manufacturing
Retail
Mining and Resources
Agriculture
Construction
Financial Services
Consulting
Healthcare
Entertainment
Hospitality
Finance
Legal
Accounting
Tax
Treasury
Corporate Governance
Business Development
Operations
Investment
Compliance
Risk Management
Executive Leadership
Partnership Management
Chief Financial Officer
Financial Controller
Finance Manager
Company Director
Managing Partner
Investment Manager
Business Development Manager
Accountant
Tax Manager
Legal Counsel
Company Secretary
Partnership Manager
Treasury Manager
Fund Manager
Operations Director
Chief Executive Officer
Joint Venture Manager
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