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Investment Partnership Agreement
"I need an Investment Partnership Agreement for a joint venture between a Philippine tech company and a Singapore-based venture capital firm, with an initial investment of 5 million PHP to be completed by March 2025, focusing on AI software development."
1. Parties: Identifies and provides full details of all partners entering into the agreement
2. Background: Explains the context and purpose of the partnership, including the business opportunity being pursued
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Structure: Outlines the legal form of partnership and its basic structure
5. Capital Contributions: Details the initial and any subsequent capital contributions required from each partner
6. Profit and Loss Sharing: Specifies how profits and losses will be distributed among partners
7. Management and Control: Describes the management structure and decision-making processes
8. Rights and Obligations: Lists the specific rights and obligations of all partners
9. Business Operations: Details how the partnership will conduct its business operations
10. Term and Termination: Specifies the duration of the partnership and conditions for termination
11. Transfer of Interest: Rules governing the transfer of partnership interests
12. Dispute Resolution: Procedures for resolving disputes between partners
13. Governing Law: Specifies Philippine law as governing law and relevant jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Foreign Investment Provisions: Required when foreign partners are involved, addressing compliance with Philippine foreign investment laws
2. Intellectual Property Rights: Needed when the partnership involves development or use of intellectual property
3. Non-Competition and Non-Solicitation: Include when partners agree to restrictions on competitive activities
4. Tag-Along and Drag-Along Rights: Relevant for larger partnerships with potential future sale scenarios
5. Put and Call Options: Include when partners want specific exit mechanisms
6. Additional Funding Provisions: Required when future capital calls or funding rounds are anticipated
7. Special Purpose Vehicle: Include when the partnership involves creation of an SPV
8. Environmental Compliance: Necessary for partnerships involving environmental impact activities
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Business Plan: Comprehensive business plan including financial projections
3. Schedule C - Management Structure: Detailed organizational chart and management procedures
4. Schedule D - Asset Register: List of partnership assets and their valuations
5. Schedule E - Partner Information: Detailed information about each partner including contact details and tax information
6. Appendix 1 - Required Regulatory Approvals: List of necessary permits and regulatory approvals
7. Appendix 2 - Key Performance Indicators: Metrics for measuring partnership performance
8. Appendix 3 - Distribution Policy: Detailed procedures for profit distribution and reinvestment
Authors
Applicable Law
Articles of Partnership
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Change of Control
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Distributable Profits
Effective Date
Encumbrance
Fair Market Value
Financial Year
Force Majeure Event
General Partner
Initial Capital Contribution
Investment
Investment Committee
Investment Period
Limited Partner
Management Committee
Material Adverse Effect
Net Asset Value
Operating Expenses
Partner
Partnership
Partnership Interest
Partnership Property
Permitted Transfer
Philippine Peso
Profit Share
Related Party
Reserved Matters
Securities
Share
Subscription Amount
Tag-Along Rights
Target Return
Tax
Term
Territory
Third Party
Transfer
Valuation Date
Capital Contributions
Additional Capital
Profit and Loss Sharing
Distribution Policy
Management Rights
Voting Rights
Transfer Restrictions
Partnership Interests
Partner Obligations
Decision Making
Reserved Matters
Investment Committee
Financial Reporting
Accounting and Records
Bank Accounts
Confidentiality
Non-Competition
Non-Solicitation
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Default Events
Remedies
Force Majeure
Term and Termination
Exit Mechanisms
Valuation
Partner Deadlock
Dispute Resolution
Governing Law
Amendments
Notices
Assignment
Severability
Entire Agreement
Representations and Warranties
Tax Matters
Regulatory Compliance
Anti-Money Laundering
Foreign Investment Restrictions
Insurance
Intellectual Property
Partnership Property
Indemnification
Dissolution and Liquidation
Real Estate Development
Technology and Innovation
Manufacturing
Financial Services
Agriculture and Agribusiness
Infrastructure Development
Renewable Energy
Healthcare and Medical Services
Retail and Consumer Goods
Tourism and Hospitality
Mining and Natural Resources
Transportation and Logistics
Education and Training
Information Technology
Legal
Finance
Investment
Compliance
Risk Management
Corporate Development
Business Development
Strategic Planning
Operations
Due Diligence
Partnership Management
Corporate Governance
International Business
Chief Executive Officer
Chief Financial Officer
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Manager
Partnership Manager
Risk Management Officer
Compliance Officer
Finance Director
Managing Partner
Investment Analyst
Corporate Secretary
Due Diligence Officer
Portfolio Manager
Strategic Planning Director
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