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Partnership Separation Agreement
"I need a Partnership Separation Agreement for a three-partner technology consulting firm in Riyadh, where one partner is leaving to start their own business, with the separation to be completed by March 1, 2025, including provisions for ongoing client project transfers and intellectual property division."
1. Parties: Identification of all partners involved in the separation, including full legal names, addresses, and registration details
2. Background: History of the partnership, reference to original partnership agreement, and reasons for separation
3. Definitions: Key terms used throughout the agreement, ensuring clarity and legal precision
4. Effective Date of Separation: Specific date when the separation becomes effective and the partnership is dissolved
5. Asset Division: Detailed provisions for the division and transfer of partnership assets, including physical assets, accounts, and contracts
6. Financial Settlement: Terms of financial settlement between partners, including capital accounts, profits, and losses
7. Liabilities and Obligations: Allocation of existing liabilities and ongoing obligations between partners
8. Client and Contract Arrangements: Handling of existing client relationships and contracts post-separation
9. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
10. Non-Competition and Non-Solicitation: Restrictions on future business activities and client/employee solicitation
11. Release and Waiver: Mutual release of claims and waiver of rights related to the partnership
12. Dispute Resolution: Procedures for resolving any disputes arising from the separation agreement
13. Governing Law: Confirmation of Saudi law application and Sharia compliance
14. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Intellectual Property Rights: Distribution of IP rights when the partnership owns significant intellectual property
2. Ongoing Projects: Handling of incomplete projects and work in progress at time of separation
3. Employee Arrangements: Transfer or retention of employees if the partnership has staff
4. Tax Provisions: Specific tax and Zakat arrangements if complex tax implications exist
5. Insurance and Indemnification: Special insurance arrangements and indemnification provisions for specific risks
6. Transition Services: Temporary services provided between partners during separation period
7. Brand and Name Usage: Rights to use partnership name and branding post-separation
8. Real Estate: Specific provisions for handling real estate assets if applicable
1. Schedule 1 - Asset Register: Comprehensive list of all partnership assets and their agreed distribution
2. Schedule 2 - Financial Statement: Current financial position including balance sheet and profit/loss statement
3. Schedule 3 - Client List: List of clients and agreed allocation between partners
4. Schedule 4 - Outstanding Liabilities: Detail of all debts, obligations, and their allocation
5. Schedule 5 - Intellectual Property Register: List of all IP rights and their agreed distribution
6. Schedule 6 - Ongoing Contracts: List of active contracts and their handling post-separation
7. Appendix A - Calculation Method: Detailed methodology for calculating final settlements
8. Appendix B - Timeline: Implementation timeline for separation activities
Authors
Effective Date
Partnership
Original Partnership Agreement
Partners
Business Day
Confidential Information
Intellectual Property Rights
Assets
Excluded Assets
Liabilities
Separation Date
Completion
Completion Date
Transfer Documents
Business
Accounts
Management Accounts
Employees
Contracts
Client Contracts
Supplier Contracts
Outstanding Obligations
Claims
Encumbrance
Force Majeure
Governmental Authority
Ministry
Material Adverse Effect
Premises
Records
Related Party
Representatives
Settlement Amount
Taxes
Zakat
Working Capital
Trade Secrets
Proprietary Information
Dispute
Non-Competition Period
Territory
Applicable Law
Commercial Register
Professional Advisers
Transition Period
Surviving Provisions
Good Faith
Share Capital
Capital Account
Distribution
Profit and Loss
Interpretation
Definitions
Separation Terms
Asset Division
Financial Settlement
Liability Allocation
Payment Terms
Transfer of Ownership
Client Relations
Employee Matters
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Record Keeping
Tax Obligations
Zakat Obligations
Representations and Warranties
Release and Waiver
Transition Arrangements
Further Assurance
Notices
Assignment
Severability
Force Majeure
Dispute Resolution
Governing Law
Compliance with Sharia
Entire Agreement
Amendment
Third Party Rights
Costs and Expenses
Announcements
Counterparts
Good Faith
Indemnification
Business Name Usage
Bank Accounts
Insurance
Survival of Obligations
Professional Services
Real Estate
Construction
Trading
Manufacturing
Technology
Healthcare
Retail
Consulting
Financial Services
Agriculture
Education
Hospitality
Engineering
Media and Entertainment
Legal
Finance
Corporate Governance
Compliance
Operations
Risk Management
Business Development
Human Resources
Administration
Executive Leadership
Managing Partner
Business Owner
CEO
CFO
Legal Counsel
Corporate Lawyer
Business Development Manager
Financial Controller
Company Secretary
Operations Director
Risk Manager
Compliance Officer
Partner Relations Manager
Board Member
Managing Director
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