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Three Way Partnership Agreement
"I need a Three Way Partnership Agreement for a technology venture between our Nigerian software company, a UAE-based investor, and a local marketing firm, with specific provisions for intellectual property protection and profit sharing based on capital contribution ratios."
1. Parties: Identifies and provides full details of all three partners entering into the agreement
2. Background: Explains the context and purpose of forming the partnership
3. Definitions and Interpretation: Defines key terms used throughout the agreement and rules for interpretation
4. Partnership Formation: Establishes the creation of the partnership, its name, and commencement date
5. Business of the Partnership: Defines the scope and nature of the partnership's business activities
6. Capital Contributions: Details the initial and ongoing capital contributions from each partner
7. Profit and Loss Sharing: Specifies how profits and losses will be distributed among the three partners
8. Management and Decision Making: Outlines the management structure and decision-making processes
9. Partners' Rights and Obligations: Details the rights, duties, and responsibilities of each partner
10. Banking and Financial Matters: Specifies banking arrangements and financial management procedures
11. Accounting and Records: Sets out requirements for maintaining partnership accounts and records
12. Term and Termination: Specifies the duration of the partnership and conditions for termination
13. Dispute Resolution: Establishes procedures for resolving disputes between partners
14. Governing Law: Confirms Nigerian law as governing law and jurisdiction
15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition and Confidentiality: Restricts partners from competing with the partnership and protects confidential information
2. Intellectual Property Rights: Addresses ownership and use of intellectual property in the partnership
3. Insurance: Specifies required insurance coverage for the partnership
4. Assignment and Transfer of Interest: Details procedures for transferring partnership interests
5. Death or Incapacity of Partner: Procedures to follow in case of death or incapacity of any partner
6. Additional Capital Contributions: Procedures for requesting and making additional capital contributions
7. Foreign Investment Provisions: Special provisions if any partner is a foreign entity
8. Environmental Compliance: Required for partnerships operating in environmentally sensitive sectors
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2: Profit Sharing Ratios: Detailed formulas and mechanisms for profit/loss distribution
3. Schedule 3: Business Plan: Initial business plan and strategic objectives of the partnership
4. Schedule 4: Management Structure: Detailed organizational structure and management procedures
5. Schedule 5: Partner Information: Detailed information about each partner including contact details
6. Appendix A: Key Performance Indicators: Metrics for measuring partnership performance
7. Appendix B: Required Consents and Licenses: List of regulatory approvals and licenses required
8. Appendix C: Asset Register: List of partnership assets and their ownership status
Authors
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Defaulting Partner
Dispute
Effective Date
Encumbrance
Financial Year
Force Majeure Event
Initial Capital
Intellectual Property Rights
Management Committee
Material Breach
Net Profit
Operating Account
Partnership
Partnership Assets
Partnership Interest
Partner Representative
Profit Share
Quarter
Reserved Matters
Senior Management
Strategic Decisions
Subsidiary
Tax
Term
Territory
Third Party
Transfer
Voting Rights
Working Capital
Partnership Term
Capital Contributions
Additional Capital
Profit and Loss Sharing
Distribution of Profits
Management Rights
Voting Rights
Decision Making
Partner Obligations
Representations and Warranties
Business Operations
Banking Arrangements
Accounting and Records
Audit Rights
Confidentiality
Non-Competition
Intellectual Property
Transfer Restrictions
Change of Control
Default
Force Majeure
Termination
Exit Rights
Buy-Out Rights
Death or Incapacity
Assignment
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Waiver
Counterparts
Technology and Software
Manufacturing
Professional Services
Real Estate and Construction
Agriculture and Agribusiness
Oil and Gas
Renewable Energy
Healthcare and Pharmaceuticals
Retail and Distribution
Financial Services
Telecommunications
Mining and Natural Resources
Education and Training
Logistics and Transportation
Legal
Corporate Development
Finance
Business Development
Risk and Compliance
Operations
Strategy
Commercial
Investment
Corporate Governance
Chief Executive Officer
Managing Director
Business Development Director
Legal Counsel
Corporate Lawyer
Partnership Manager
Investment Director
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Strategy Director
Joint Venture Manager
Commercial Director
Company Secretary
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