1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and brief description of the business purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, classification under Philippine law, and basic organizational structure
5. Purpose and Scope: Detailed description of partnership's business objectives and permitted activities
6. Capital Contributions: Initial and ongoing capital contributions, valuation of non-cash contributions, and capital accounts management
7. Profit and Loss Sharing: Distribution of profits and losses, calculation methods, and timing of distributions
8. Management and Control: Management structure, voting rights, and decision-making processes
9. Rights and Obligations of Partners: Detailed responsibilities, commitments, and expectations of all partners
10. Operations and Business Conduct: Day-to-day business operations, standard procedures, and conduct requirements
11. Banking and Financial Matters: Banking arrangements, financial controls, and accounting procedures
12. Transfer of Partnership Interest: Rules and procedures for transferring partnership interests
13. Addition and Withdrawal of Partners: Processes for admitting new partners and handling partner withdrawals
14. Term and Termination: Duration of partnership and conditions for termination
15. Dissolution and Liquidation: Procedures for partnership dissolution and asset distribution
16. Dispute Resolution: Methods for resolving conflicts between partners
17. Governing Law: Specification of Philippine law as governing law and relevant jurisdictions
18. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
