Partnership Exit Agreement Template for Australia

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Key Requirements PROMPT example:

Partnership Exit Agreement

"I need a Partnership Exit Agreement for a senior partner leaving our medical practice of 5 partners by March 2025, including specific provisions for patient confidentiality and transfer of patient records, plus a 2-year non-compete clause within a 10km radius of our Sydney practice."

Document background
The Partnership Exit Agreement is a crucial legal document used when a partner decides to leave or is required to leave a business partnership in Australia. It serves as a comprehensive framework for managing the separation process, ensuring compliance with both federal and state-specific partnership laws. This document becomes necessary in various scenarios, including retirement, career changes, disagreements between partners, or strategic restructuring of the business. The agreement typically includes detailed provisions for valuing the departing partner's share, payment terms, asset distribution, handling of client relationships, and post-exit obligations. It must comply with relevant Australian legislation, including state Partnership Acts, tax laws, and fair trading regulations. The document aims to protect all parties' interests while ensuring a smooth transition that maintains business continuity and minimizes disruption to operations.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the exiting partner and continuing partners

2. Background: Context of the partnership, reason for exit, and brief history of the business relationship

3. Definitions: Defined terms used throughout the agreement

4. Effective Date: Specification of when the exit takes effect

5. Resignation and Release: Formal terms of the partner's exit and mutual release of obligations

6. Purchase Price and Payment Terms: Details of the buyout amount and how/when payments will be made

7. Assignment of Partnership Interest: Transfer of the exiting partner's share to remaining partners

8. Valuation of Partnership Interest: Agreed method and final valuation of the exiting partner's share

9. Continuing Obligations: Ongoing responsibilities of all parties post-exit

10. Confidentiality: Requirements for maintaining business confidentiality

11. Non-Compete and Non-Solicitation: Restrictions on the exiting partner's future business activities

12. Return of Property: Process for returning partnership property and documents

13. Representations and Warranties: Statements of fact by all parties regarding the partnership and exit

14. Dispute Resolution: Process for resolving any disputes arising from the agreement

15. Governing Law: Specification of applicable law and jurisdiction

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Allocation of IP rights when the partnership owns significant intellectual property

2. Employee Matters: Provisions regarding staff if the exiting partner had specific employment relationships

3. Client Transition: Process for managing client relationships where the exiting partner had significant client contact

4. Earn-Out Provisions: Additional payment terms based on future performance, if applicable

5. Tax Indemnification: Specific tax-related provisions if complex tax implications exist

6. Insurance Matters: Provisions regarding ongoing insurance coverage and claims

7. Partnership Name Usage: Terms for using the partnership name if it includes the exiting partner's name

8. Outstanding Loans: Treatment of any loans between partners or to/from the partnership

9. Property Lease Arrangements: Provisions regarding property leases if the exiting partner is involved in lease agreements

Suggested Schedules

1. Schedule A - Financial Statement: Current financial position of the partnership

2. Schedule B - Calculation of Exit Payment: Detailed breakdown of the exit payment calculation

3. Schedule C - Partnership Assets: Complete list of partnership assets and their allocation

4. Schedule D - Outstanding Liabilities: List of all partnership liabilities and their treatment

5. Schedule E - Client List: List of clients and their allocation between partners

6. Schedule F - Payment Schedule: Detailed timeline of exit payments if being paid in installments

7. Schedule G - Transferred Contracts: List of contracts being transferred or requiring novation

8. Appendix 1 - Valuation Report: Independent valuation report if obtained

9. Appendix 2 - Tax Opinion: Tax advisor's opinion on exit implications if obtained

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Legal Services

Accounting and Financial Services

Medical Practices

Architecture and Design

Engineering Consultancies

Real Estate

Management Consulting

Information Technology

Retail and Hospitality

Construction and Trade

Creative and Marketing Agencies

Relevant Teams

Legal

Finance

Executive Leadership

Operations

Administration

Compliance

Risk Management

Business Development

Human Resources

Corporate Governance

Relevant Roles

Managing Partner

Senior Partner

Partnership Director

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Partnership Administrator

Finance Director

Operations Manager

Practice Manager

Compliance Officer

Risk Manager

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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