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Equity Partnership Agreement
"I need an Equity Partnership Agreement for a 5-partner law firm based in Manchester, where three existing partners are admitting two new equity partners from March 2025, with specific provisions for IP sharing and international client work."
1. Parties: Identification and details of all equity partners
2. Background: Context of the partnership formation and key objectives
3. Definitions: Key terms used throughout the agreement including those derived from Partnership Act 1890
4. Partnership Structure: Legal form, name, business purpose and place of business
5. Capital Contributions: Initial and ongoing capital requirements and procedures
6. Profit Sharing: Distribution of profits, losses and drawings arrangements
7. Management: Decision-making processes, voting rights and management structure
8. Partner Duties: Obligations, responsibilities and restrictions on partners
9. New Partners: Process for admitting new equity partners
10. Retirement and Exit: Provisions for voluntary retirement and exit mechanisms
11. Expulsion: Grounds and process for mandatory retirement or expulsion
12. Death and Incapacity: Procedures following death or permanent incapacity of a partner
13. Partnership Property: Ownership and use of partnership assets and property
14. Duration and Termination: Term of partnership and dissolution procedures
15. General Provisions: Standard boilerplate clauses including governing law
1. Intellectual Property: IP ownership and licensing arrangements when partnership involves significant IP assets
2. International Operations: Cross-border activities and jurisdiction provisions for partnerships operating internationally
3. Regulatory Compliance: Industry-specific compliance requirements for regulated sectors
4. Garden Leave: Provisions for placing departing partners on garden leave
5. Good Faith and Fiduciary Duties: Enhanced duties beyond statutory requirements
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of partners' initial investments and capital accounts
2. Schedule 2: Profit Sharing Formula: Detailed calculation methods for profit distribution and drawings
3. Schedule 3: Partner Details: Individual partner information, contact details and shareholdings
4. Schedule 4: Business Plan: Initial business plan and strategic objectives
5. Schedule 5: Property Schedule: Details of partnership premises, assets and equipment
6. Schedule 6: Retirement Payments: Formula for calculating payments to retiring partners
7. Schedule 7: Internal Policies: Key partnership policies and procedures
Authors
Admission Date
Annual Budget
Articles of Partnership
Business
Business Day
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Current Account
Deed of Adherence
Default Event
Distribution
Drawing Account
Effective Date
Equity Partner
Financial Year
Fixed Share Partner
Goodwill
Governing Body
Initial Capital
Intellectual Property Rights
Lock-up Period
Management Board
Managing Partner
Net Profits
Outgoing Partner
Partnership Assets
Partnership Committee
Partnership Interest
Partnership Property
Partnership Share
Profit Share
Qualifying Period
Reserved Matters
Retiring Partner
Senior Partner
Special Resolution
Termination Date
Undrawn Profits
Voting Rights
Duration of Partnership
Capital Contributions
Partnership Property
Banking and Finance
Profit and Loss Sharing
Drawings and Distributions
Management and Decision Making
Partner Duties and Obligations
Meetings
Voting Rights
Admission of New Partners
Retirement and Withdrawal
Expulsion
Death or Incapacity
Restrictive Covenants
Confidentiality
Intellectual Property
Competition and Non-Solicitation
Insurance
Accounts and Records
Tax Matters
Good Faith
Dispute Resolution
Notice Requirements
Force Majeure
Termination
Dissolution
Winding Up
Valuation
Buy-Out Provisions
Amendments
Assignment and Transfer
Governing Law
Severability
Entire Agreement
Third Party Rights
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