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1. Parties: Identification of the active partner(s) and the silent partner, including full legal names and addresses
2. Background: Context of the partnership formation, brief description of the business, and the intent to form a silent partnership
3. Definitions: Key terms used throughout the agreement, including specific business and financial terminology
4. Capital Contribution: Details of the silent partner's investment amount, payment terms, and any additional contribution provisions
5. Profit and Loss Sharing: Formula and terms for distribution of profits and allocation of losses between partners
6. Management and Control: Explicit statement of the silent partner's non-participation in management and the active partner's authority
7. Rights and Obligations: Specific rights of the silent partner (including access to information) and obligations of all parties
8. Financial Records and Reporting: Requirements for maintaining books, providing financial statements, and partner's inspection rights
9. Term and Termination: Duration of the partnership and circumstances under which it can be terminated
10. Confidentiality: Obligations regarding business information and non-disclosure of the silent partner's identity if required
11. Liability Limitations: Clear statement of the silent partner's limited liability and extent of financial exposure
12. Dispute Resolution: Process for resolving disagreements, including mediation and arbitration procedures
13. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement provisions
1. Non-Compete Clause: Restrictions on the silent partner's involvement in competing businesses, used when the silent partner has industry expertise or connections
2. Exit Strategy: Detailed procedures for the silent partner to sell their interest or exit the partnership, important for larger investments
3. Tag-Along Rights: Rights of the silent partner to join in the sale if the active partner sells their interest, useful in larger business arrangements
4. Death or Incapacity: Provisions dealing with succession in case of death or incapacity of any partner, important for long-term arrangements
5. Additional Capital Calls: Procedures for requesting additional capital and consequences of non-contribution, relevant for businesses anticipating growth
6. Insurance Requirements: Obligations to maintain specific insurance coverage, important for high-risk businesses
7. Intellectual Property Rights: Provisions regarding ownership and use of IP, essential for technology or creative businesses
1. Schedule A - Capital Contribution Details: Detailed breakdown of the silent partner's investment, including any assets contributed in kind
2. Schedule B - Profit Sharing Formula: Detailed calculations and examples of how profits and losses will be distributed
3. Schedule C - Business Plan: Overview of the business operations and projected financials (if relevant)
4. Schedule D - Financial Reporting Template: Format and requirements for regular financial reports to the silent partner
5. Appendix 1 - Due Diligence Documents: List of documents reviewed by the silent partner before entering the agreement
6. Appendix 2 - Compliance Certificates: Copies of relevant business licenses and regulatory compliance documents
Agreement
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Distributable Profits
Effective Date
Financial Records
Financial Year
Initial Capital Contribution
Investment
Management Rights
Material Change
Net Profit
Operating Expenses
Parties
Partnership
Partnership Assets
Partnership Interest
Profit Share
Silent Partner
Term
Territory
Transfer
Voting Rights
Working Capital
ZAR
Change of Control
Default Event
Distribution
Encumbrance
Force Majeure Event
Insolvency Event
Material Adverse Effect
Related Party
Reserved Matters
South African Law
Partnership Formation
Capital Contribution
Profit and Loss Sharing
Management Rights
Non-Participation
Financial Reporting
Confidentiality
Limited Liability
Duration and Term
Termination
Exit Rights
Transfer Restrictions
Non-Competition
Non-Solicitation
Representations and Warranties
Information Rights
Decision Making
Reserved Matters
Bank Accounts
Books and Records
Tax Matters
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Death and Incapacity
Partnership Property
Anti-Dilution
Insurance
Retail
Technology
Manufacturing
Real Estate
Hospitality
Professional Services
Agriculture
Mining
Construction
Healthcare
Entertainment
E-commerce
Financial Services
Transport and Logistics
Energy
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Executive Leadership
Business Development
Corporate Governance
Treasury
Business Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Investment Manager
Private Equity Manager
Corporate Lawyer
Legal Counsel
Business Development Manager
Finance Director
Company Secretary
Investment Analyst
Partnership Manager
Wealth Manager
Business Advisor
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