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Company Partnership Agreement
"I need a Company Partnership Agreement for a technology joint venture between a Hong Kong software company and a mainland Chinese AI firm, with strong IP protection clauses and clear provisions for technology sharing, to be effective from March 2025."
1. Parties: Identification of all partners/parties entering into the agreement, including full legal names and registered addresses
2. Background: Context of the partnership formation, business purpose, and any relevant historical information
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Structure: Legal structure, nature of partnership, and relationship between partners
5. Capital Contributions: Details of initial and ongoing capital contributions from each partner
6. Profit and Loss Sharing: Framework for distribution of profits and allocation of losses
7. Management and Decision Making: Management structure, voting rights, and decision-making processes
8. Partners' Duties and Obligations: Specific responsibilities, commitments, and expectations of each partner
9. Business Operations: Day-to-day operational procedures, business policies, and partner involvement
10. Financial Management: Banking arrangements, accounting practices, and financial reporting requirements
11. Transfer of Partnership Interests: Rules regarding transfer of ownership interests and admission of new partners
12. Term and Termination: Duration of partnership and circumstances for termination
13. Dispute Resolution: Procedures for resolving disputes between partners
14. Governing Law: Specification of Hong Kong law as governing law and jurisdiction
1. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information, used when partners have other business interests
2. Intellectual Property Rights: Ownership and use of IP, included when the partnership involves significant IP assets
3. Insurance: Requirements for business insurance coverage, important for high-risk businesses
4. Employee Management: Policies regarding hiring, management of employees, included when the partnership will have employees
5. Partnership Representative: Appointment and powers of partnership representative, useful for larger partnerships
6. International Operations: Provisions for international business activities, included when operating across borders
7. Digital Assets and Data Protection: Management of digital assets and data protection obligations, relevant for tech-focused partnerships
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule 2 - Profit Sharing Ratios: Specific percentages or formulas for profit and loss allocation
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Partner Information: Detailed information about each partner, including contact details and representatives
5. Schedule 5 - Approved Budget: Initial approved budget and financial projections
6. Schedule 6 - Management Structure: Detailed organizational chart and management responsibilities
7. Appendix A - Signing Authorities: List of authorized signatories and their respective powers
8. Appendix B - Company Policies: Key operational policies and procedures
Authors
Applicable Law
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Companies Ordinance
Confidential Information
Default Event
Defaulting Partner
Director
Effective Date
Encumbrance
Financial Year
Governance Committee
Group
HKD
Hong Kong
Initial Capital
Intellectual Property Rights
Management Committee
Material Breach
Operating Expenses
Partner
Partnership
Partnership Interest
Partnership Ordinance
Partnership Property
Profit and Loss
Quarter
Related Company
Reserved Matters
Senior Management
Subsidiary
Tax
Term
Territory
Transfer
Voting Rights
Capital Contributions
Profit and Loss Sharing
Management Rights
Voting Rights
Decision Making
Business Operations
Financial Management
Banking Arrangements
Partner Duties
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Intellectual Property
Partnership Property
Accounting and Records
Tax Matters
Representations and Warranties
Partner Meetings
Default Events
Buy-Out Rights
Admission of New Partners
Term and Termination
Exit Provisions
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendments
Further Assurance
Costs and Expenses
Third Party Rights
Partnership Name and Branding
Insurance
Compliance with Laws
Technology
Manufacturing
Professional Services
Financial Services
Real Estate
Retail
Healthcare
Construction
Media and Entertainment
Logistics and Transportation
Energy
Telecommunications
Legal
Finance
Corporate Strategy
Operations
Risk and Compliance
Business Development
Corporate Governance
Executive Leadership
Company Secretariat
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Business Development Director
Partnership Manager
Risk Manager
Compliance Officer
Board Member
Corporate Strategy Director
Operations Director
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