The Partnership Investment Agreement is a crucial document used when establishing or modifying investment relationships within a partnership structure in the Philippines. It is particularly relevant for businesses seeking capital injection, expansion opportunities, or strategic partnerships. The agreement must comply with the Civil Code of the Philippines and the Corporation Code, especially regarding partnership formation and foreign investment restrictions. This document is essential for protecting all parties' interests by clearly defining investment terms, management rights, profit-sharing mechanisms, and exit strategies. It's commonly used in both domestic and international investment scenarios, though foreign investments must adhere to Philippine foreign ownership limitations and regulatory requirements. The agreement serves as a comprehensive framework for the partnership relationship, incorporating both mandatory legal requirements and customary commercial terms.
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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the partnership investment, including the business purpose and objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, payment terms, and timing
5. Partnership Structure: Legal structure of the partnership and ownership percentages
6. Capital Contributions: Specification of initial and any subsequent capital contributions
7. Management and Control: Governance structure, decision-making processes, and voting rights
8. Profit and Loss Sharing: Distribution of profits and allocation of losses
9. Rights and Obligations: Detailed responsibilities and rights of each partner
10. Term and Termination: Duration of the agreement and conditions for termination
11. Exit Mechanisms: Procedures for partner exit, including buy-out provisions
12. Representations and Warranties: Standard legal assurances from all parties
13. Confidentiality: Protection of confidential information and trade secrets
14. Dispute Resolution: Procedures for resolving disputes between partners
15. Governing Law: Specification of Philippine law as governing law and jurisdiction
1. Anti-Dilution Protection: Protection for investors against future dilution of their ownership percentage
2. Tag-Along Rights: Rights of minority partners to join in sale of majority stake
3. Drag-Along Rights: Rights of majority partners to force minority partners to join in sale
4. Intellectual Property Rights: Specific provisions regarding IP ownership and licensing
5. Non-Competition: Restrictions on competitive activities by partners
6. Foreign Investment Provisions: Special provisions if foreign investors are involved
7. Insurance Requirements: Specific insurance obligations for the partnership
8. Environmental Compliance: Environmental obligations if relevant to the business
9. Employee Matters: Provisions regarding employment and labor relations
1. Schedule A - Investment Details: Detailed breakdown of investment amounts and payment schedule
2. Schedule B - Business Plan: Detailed business plan and financial projections
3. Schedule C - Assets Schedule: List of assets contributed to the partnership
4. Schedule D - Initial Capital Contributions: Detailed list of initial capital contributions by each partner
5. Schedule E - Management Structure: Detailed organizational structure and management procedures
6. Schedule F - Reserved Matters: List of decisions requiring special approval
7. Appendix 1 - Shareholder Information: Detailed information about each partner/shareholder
8. Appendix 2 - Valuation Methodology: Agreed methods for valuing partnership interests
9. Appendix 3 - Form of Deed of Adherence: Template for new partners joining the partnership
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