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Preliminary Partnership Agreement
"Need a Preliminary Partnership Agreement for a new tech consultancy venture between three partners, with specific provisions for IP protection and an option to convert to an LLP by March 2025."
1. Parties: Identification and details of all prospective partners
2. Background: Context and purpose of the preliminary partnership
3. Definitions: Key terms used throughout the agreement
4. Purpose of Partnership: Intended business activities and objectives
5. Duration: Term of the preliminary agreement
6. Capital Contributions: Initial and planned financial commitments
7. Management Structure: Basic governance and decision-making framework
1. Non-Compete Provisions: Restrictions on partners engaging in competing business activities, used when partners have existing business interests in similar sectors
2. Intellectual Property Rights: Treatment of existing and future IP, essential when IP is crucial to the business
3. International Operations: Cross-border considerations and requirements for international business operations
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of partners' initial investments
2. Schedule 2: Business Plan: Preliminary business plan and projections
3. Schedule 3: Partner Details: Detailed information about each partner
4. Appendix A: Due Diligence Requirements: List of required documentation and verifications
Authors
Non-Disclosure
Capital Contributions
Management and Control
Decision Making
Profit and Loss Sharing
Intellectual Property
Due Diligence
Non-Compete
Exit Provisions
Termination
Dispute Resolution
Governing Law
Assignment
Force Majeure
Notices
Severability
Entire Agreement
Amendments
Costs
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