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Partnership Subscription Agreement
"I need a Partnership Subscription Agreement under Philippine law for a tech startup partnership where a foreign investor will subscribe to a 20% partnership interest, with special provisions for tech IP protection and mandatory tag-along rights."
1. Parties: Identification of the Partnership, existing partners, and the subscribing partner(s)
2. Background: Context of the subscription, including brief description of the partnership's business and purpose of the subscription
3. Definitions: Key terms used throughout the agreement, including Partnership Interest, Subscription Amount, and Closing Date
4. Subscription and Payment: Details of the partnership interest being subscribed to and payment terms
5. Closing Conditions: Conditions precedent to the completion of the subscription
6. Representations and Warranties: Statements of fact and assurances from both the partnership and the subscribing partner
7. Rights and Obligations: Specific rights acquired and obligations assumed by the subscribing partner
8. Partnership Agreement Adherence: Subscriber's agreement to be bound by the existing partnership agreement
9. Compliance with Laws: Commitment to comply with relevant Philippine laws and regulations
10. Notices: Process and contact details for formal communications between parties
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution requirements
1. Foreign Ownership Compliance: Required when the subscribing partner is a foreign entity, addressing compliance with Philippine foreign ownership restrictions
2. Anti-Dilution Protection: Optional protection for the subscribing partner against future dilution of their partnership interest
3. Tag-Along Rights: Optional right for the subscriber to join in any future sale of partnership interests by other partners
4. Put Option: Optional right for the subscriber to sell back their partnership interest under specified conditions
5. Management Participation: Optional provisions regarding the subscriber's participation in partnership management
6. Non-Competition and Non-Solicitation: Optional restrictions on the subscriber's competitive activities
7. Intellectual Property Rights: Required when the partnership's business involves significant IP assets
1. Schedule A - Partnership Information: Detailed information about the partnership, including business address, registration details, and existing partners
2. Schedule B - Subscription Details: Specific details of the subscription, including amount, payment schedule, and partnership interest percentage
3. Schedule C - Existing Partnership Agreement: Copy of the current partnership agreement being adhered to
4. Schedule D - Closing Deliverables: List of documents and actions required for closing
5. Schedule E - Required Consents: List of third-party consents required for the subscription
6. Appendix 1 - Form of Notice of Subscription: Template for formal notice of subscription completion
7. Appendix 2 - Partnership Certificate: Form of certificate evidencing the partnership interest
8. Appendix 3 - Compliance Certificates: Templates for various compliance certificates required at closing
Authors
Payment Terms
Capital Contribution
Partnership Rights
Partnership Obligations
Representations and Warranties
Conditions Precedent
Closing Conditions
Transfer Restrictions
Management Rights
Profit Sharing
Loss Allocation
Voting Rights
Confidentiality
Non-Competition
Non-Solicitation
Termination
Default
Remedies
Assignment
Regulatory Compliance
Foreign Ownership
Anti-Money Laundering
Tax Matters
Notices
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Further Assurance
Professional Services
Real Estate Development
Manufacturing
Technology and Software
Agricultural Business
Retail and Distribution
Construction
Mining and Natural Resources
Financial Services
Healthcare Services
Education and Training
Hospitality and Tourism
Import/Export
Consulting Services
Legal
Finance
Compliance
Corporate Secretarial
Business Development
Risk Management
Operations
Investment
Partnership Administration
Executive Management
Managing Partner
Legal Counsel
Corporate Secretary
Chief Financial Officer
Business Development Manager
Partnership Administrator
Compliance Officer
Investment Manager
Risk Manager
Financial Controller
Operations Director
Managing Director
Chief Executive Officer
Corporate Lawyer
Partnership Relations Manager
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