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1. Parties: Identification and details of all partners entering the agreement
2. Background: Context and purpose of forming the partnership
3. Definitions: Key terms used throughout the agreement
4. Partnership Formation: Terms establishing the partnership and its purpose
5. Capital Contributions: Initial and ongoing financial contributions of each partner
6. Profit and Loss Sharing: Distribution of profits and allocation of losses
7. Management Rights: Decision-making authority and voting rights
8. Dissolution: Conditions and procedures for ending the partnership
1. Non-Compete Clause: Restrictions on partners' competing activities during and after partnership
2. Intellectual Property Rights: Ownership and use of partnership intellectual property
3. Buy-Sell Provisions: Terms and conditions for buying out partners' interests
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial contributions
2. Schedule B - Profit Sharing Ratios: Specific percentages for profit and loss allocation
3. Schedule C - Partner Contact Information: Complete contact details for all partners
4. Appendix A - Business Plan: Detailed business strategy and operational plans
Business Day
Business Purpose
Capital Account
Capital Contribution
Confidential Information
Default Event
Effective Date
Fiscal Year
Initial Capital Contribution
Intellectual Property
Managing Partner
Net Income
Net Loss
Partnership
Partnership Interest
Partnership Property
Partner(s)
Percentage Interest
Principal Place of Business
Profits and Losses
Term
Transfer
Unanimous Consent
Withdrawal Event
Working Capital
Purpose and Scope
Term and Duration
Capital Contributions
Profit and Loss Sharing
Management and Control
Voting Rights
Decision Making
Banking and Financial Matters
Accounting and Records
Partnership Interests
Transfer Restrictions
Admission of New Partners
Withdrawal and Retirement
Death or Incapacity
Dissolution
Confidentiality
Non-Competition
Intellectual Property
Indemnification
Dispute Resolution
Amendment Procedures
Notice Requirements
Governing Law
Force Majeure
Assignment
Severability
Entire Agreement
Further Assurance
Counterparts
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