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Pre Partnership Agreement
"I need a Pre Partnership Agreement between my tech startup and a potential manufacturing partner in the Netherlands, with strong IP protection clauses and a 6-month evaluation period starting January 2025."
1. Parties: Identification and details of all potential partners entering into the pre-partnership agreement
2. Background: Context of the proposed partnership and reasons for entering into the pre-partnership agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Purpose and Scope: Clear statement of the agreement's purpose and scope of the potential partnership evaluation
5. Duration: Timeline for the pre-partnership period and evaluation process
6. Confidentiality: Obligations regarding confidential information shared during the evaluation period
7. Due Diligence: Framework for information sharing and evaluation process
8. Exclusivity: Provisions preventing parties from pursuing similar partnership arrangements during the evaluation period
9. Costs and Expenses: Allocation of costs incurred during the pre-partnership period
10. No Partnership: Clear statement that this agreement does not constitute a partnership
11. Termination: Circumstances and process for terminating the pre-partnership agreement
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Non-Solicitation: Prevents parties from hiring each other's employees during and after the evaluation period - include when intellectual property or key employees are crucial
2. Milestone Requirements: Specific targets or conditions that need to be met before proceeding with the partnership - include when specific achievements are prerequisites
3. Break Fee: Compensation payable if one party withdraws from negotiations - include in high-value or complex negotiations
4. Intellectual Property Rights: Protection of existing IP and provisions for jointly developed IP during evaluation - include when IP is relevant to the potential partnership
5. Public Announcements: Rules for making public statements about the potential partnership - include for high-profile or market-sensitive situations
6. Tax Considerations: Preliminary tax structure and implications - include for complex or high-value partnerships
1. Schedule 1 - Business Plan: Outline of the proposed partnership's business plan and objectives
2. Schedule 2 - Due Diligence Requirements: List of required documents and information for the evaluation process
3. Schedule 3 - Timeline: Detailed timeline for the evaluation period and key milestones
4. Schedule 4 - Confidential Information: Definition and categories of information considered confidential
5. Schedule 5 - Existing Commitments: Declaration of relevant existing business commitments and potential conflicts
6. Appendix A - Contact Details: Key contact persons and their details for each party
7. Appendix B - Required Approvals: List of necessary regulatory or third-party approvals for the partnership
Authors
Confidential Information
Due Diligence Process
Effective Date
Evaluation Period
Intellectual Property Rights
Partners
Partnership Business
Potential Partnership
Professional Advisers
Proposed Partnership
Permitted Purpose
Representatives
Restricted Period
Target Date
Term
Termination Date
Territory
Transaction
Business Day
Completion
Conditions Precedent
Disclosed Information
Exclusivity Period
Material Adverse Change
Negotiation Period
Parties
Preliminary Business Plan
Related Persons
Relevant Business
Senior Management
Interpretation
Purpose and Scope
Duration
Due Diligence
Confidentiality
Non-Disclosure
Exclusivity
Non-Solicitation
Information Exchange
Cost Allocation
No Partnership
Intellectual Property
Data Protection
Representations and Warranties
Break Fee
Termination
Force Majeure
Public Announcements
Tax Matters
Assignment
Third Party Rights
Notices
Entire Agreement
Amendments
Severability
Waiver
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Technology
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Construction
Energy
Agriculture
Logistics
Education
Consulting
Media and Entertainment
Telecommunications
Legal
Corporate Development
Business Development
Executive Leadership
Finance
Strategy
Operations
Risk Management
Commercial
Mergers & Acquisitions
Compliance
Business Affairs
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Chief Financial Officer
Partnership Manager
Strategy Director
Commercial Director
Corporate Development Manager
General Counsel
Business Owner
Entrepreneur
Operations Director
Chief Operating Officer
Risk Manager
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