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Preliminary Partnership Agreement
"I need a Preliminary Partnership Agreement under Saudi law for a joint venture between a Saudi technology company and a foreign software developer, with specific focus on intellectual property protection and technology transfer requirements, targeting partnership formation by March 2025."
1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details
2. Background: Context of the proposed partnership, including the parties' intentions and general business objectives
3. Definitions: Key terms used throughout the agreement, ensuring clarity and consistency with Saudi legal terminology
4. Purpose of the Partnership: Detailed description of the intended business activities and objectives of the proposed partnership
5. Initial Contributions and Capital: Preliminary agreement on proposed capital contributions, both monetary and in-kind, subject to final agreement
6. Partnership Structure: Proposed legal structure of the partnership and preliminary ownership percentages
7. Due Diligence: Framework for conducting due diligence investigations and information sharing
8. Confidentiality: Obligations regarding confidential information exchanged during the preliminary phase
9. Exclusivity: Terms preventing parties from negotiating with other potential partners during the preliminary phase
10. Timeline and Next Steps: Schedule for developing the final partnership agreement and key milestones
11. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for dispute resolution
12. Term and Termination: Duration of the preliminary agreement and circumstances for termination
1. Regulatory Compliance: Specific section addressing compliance with Saudi regulations, particularly relevant if the partnership involves regulated industries
2. Shariah Compliance: Specific provisions ensuring compliance with Shariah principles, particularly relevant for financial services partnerships
3. Foreign Investment Provisions: Required when one or more partners are non-Saudi entities, addressing SAGIA requirements
4. Intellectual Property: Provisions regarding IP rights and their treatment during the preliminary phase, relevant when IP is a key asset
5. Employment Matters: Preliminary agreements regarding key personnel and employment structures, relevant for larger partnerships
6. Cost Sharing: Agreement on how preliminary expenses will be shared, relevant for complex partnerships requiring significant preparatory work
1. Schedule 1: Initial Business Plan: High-level outline of the proposed business activities and objectives
2. Schedule 2: Proposed Capital Structure: Preliminary breakdown of capital contributions and ownership structure
3. Schedule 3: Due Diligence Requirements: List of required documents and information for due diligence
4. Schedule 4: Timeline and Milestones: Detailed timeline for moving from preliminary to final agreement
5. Schedule 5: Required Approvals: List of regulatory and other approvals needed for the final partnership
6. Appendix A: Key Terms Sheet: Summary of key commercial terms agreed in principle
Authors
Applicable Law
Authority
Business Day
Business Plan
Capital Contribution
Completion
Confidential Information
Due Diligence
Due Diligence Period
Effective Date
Exclusivity Period
Final Partnership Agreement
Force Majeure
Governing Law
Initial Capital
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Ministry
Partnership
Partnership Business
Parties
Preliminary Period
Proposed Structure
Related Party
Representatives
SAGIA
Saudi Companies Law
Shariah
Signing Date
Termination Event
Territory
Third Party
Transaction Documents
Scope of Agreement
Duration
Due Diligence
Proposed Partnership Structure
Initial Capital Contributions
Conditions Precedent
Exclusivity
Confidentiality
Non-Disclosure
Non-Circumvention
Representations and Warranties
Shariah Compliance
Regulatory Compliance
Information Exchange
Cost Sharing
Good Faith Obligations
Intellectual Property Protection
No Partnership or Agency
Further Assurance
Force Majeure
Termination
Consequences of Termination
Notices
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language
Counterparts
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Energy
Retail
Professional Services
Construction
Telecommunications
Tourism
Education
Agriculture
Transportation
Mining
Legal
Corporate Development
Strategy
Finance
Business Development
Compliance
Risk Management
Operations
Commercial
Executive Leadership
Investment
Corporate Affairs
Chief Executive Officer
Managing Director
Business Development Director
Legal Counsel
Chief Financial Officer
Investment Manager
Corporate Development Manager
Strategy Director
Partnership Manager
Operations Director
Commercial Director
Compliance Officer
Risk Manager
Board Member
General Counsel
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