Partnership Sale Agreement Template for Australia

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Key Requirements PROMPT example:

Partnership Sale Agreement

"I need a Partnership Sale Agreement for a medical practice in Sydney, where two senior partners are selling their combined 40% partnership interest to three existing junior partners, with completion scheduled for March 2025 and including a 2-year non-compete clause."

Document background
The Partnership Sale Agreement is a vital legal document used in Australian business transactions when a partner wishes to exit a partnership by selling their interest to existing or new partners. This agreement is essential for documenting the terms and conditions of the partnership interest transfer, including the purchase price, payment terms, and allocation of assets and liabilities. It incorporates specific provisions required under Australian federal and state partnership laws, tax legislation, and commercial regulations. The document typically includes detailed warranties and representations, indemnities, and may also address post-completion matters such as restraint of trade, confidentiality, and transitional arrangements. It's particularly important for ensuring a clean break between the departing partner and the continuing business while protecting all parties' interests through clear documentation of their rights and obligations.
Suggested Sections

1. Parties: Identification of the selling partner(s), continuing/purchasing partner(s), and the partnership entity

2. Background: Context of the partnership, reason for sale, and current partnership structure

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase of Partnership Interest: Core agreement to sell and purchase the partnership interest, including the interest being sold

5. Purchase Price: Amount, payment terms, and any adjustments to the purchase price

6. Completion: Details of when and how the sale will complete, including completion obligations

7. Pre-completion Obligations: Obligations of all parties between signing and completion, including conduct of business

8. Warranties and Representations: Warranties given by the seller regarding the partnership interest, business, and assets

9. Indemnities: Protection against specific identified risks and liabilities

10. Partnership Assets and Liabilities: Treatment of partnership assets and allocation of liabilities

11. Confidentiality: Obligations regarding confidential information and announcements

12. Restraint of Trade: Restrictions on the selling partner's future business activities

13. Notices: How formal notices under the agreement must be given

14. General Provisions: Standard boilerplate clauses including governing law, variation, and severance

Optional Sections

1. Employee Matters: Required when employees are affected by the sale, covering transfer of employment and related obligations

2. Intellectual Property: Needed when significant IP assets are involved in the partnership business

3. Transitional Services: Include when the selling partner will provide assistance or services post-completion

4. Tax Matters: Detailed tax provisions required for complex transactions or specific tax arrangements

5. Third Party Consents: Include when specific third-party approvals are required for the transfer

6. Ongoing Consultancy: Required when the selling partner will continue involvement in an advisory capacity

7. Property Leases: Include when partnership premises are leased and require assignment or new arrangements

8. Dispute Resolution: Detailed dispute resolution procedures for high-value or complex transactions

Suggested Schedules

1. Partnership Interest Details: Detailed description of the partnership interest being sold

2. Purchase Price Calculations: Detailed breakdown of purchase price and any adjustment mechanisms

3. Partnership Assets: Comprehensive list of partnership assets included in the sale

4. Excluded Assets: List of assets specifically excluded from the sale

5. Partnership Liabilities: Details of all partnership liabilities and their treatment

6. Completion Obligations: Detailed list of actions and deliverables required at completion

7. Warranties: Detailed warranties given by the seller

8. Existing Contracts: List of material contracts affecting the partnership

9. Intellectual Property: Schedule of IP rights owned or used by the partnership

10. Employee Information: Details of employees and their terms of employment

11. Properties: Details of any real property owned or leased by the partnership

12. Form of Transfer Documents: Pro forma transfer documents to be executed at completion

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

Accounting & Financial Services

Legal Services

Medical Practices

Architecture & Design

Engineering Consultancies

Real Estate

Management Consulting

Veterinary Practices

Dental Practices

Construction

Retail

Hospitality

Technology Services

Agricultural Services

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Business Development

Operations

Tax

Corporate Development

Executive Leadership

Relevant Roles

Managing Partner

Senior Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

General Counsel

Commercial Director

Business Development Manager

Partnership Manager

Finance Director

Tax Director

Compliance Officer

Risk Manager

Corporate Secretary

Managing Director

Operations Director

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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