Partnership Exit Agreement Template for New Zealand

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Key Requirements PROMPT example:

Partnership Exit Agreement

"I need a Partnership Exit Agreement for a senior partner leaving our accounting firm in March 2025, with specific provisions for protecting client relationships and a 2-year non-compete clause for the Wellington region."

Document background
The Partnership Exit Agreement is a crucial document used when a partner decides to leave or is required to leave a partnership business in New Zealand. This agreement is essential for managing the orderly departure of a partner while protecting the interests of all parties involved. It is particularly important in light of the Partnership Act 2019 and other relevant New Zealand legislation that govern partnership operations and dissolutions. The document typically covers comprehensive details about financial settlements, asset transfers, ongoing obligations, and liability arrangements. A well-drafted Partnership Exit Agreement helps prevent future disputes by clearly defining the terms of separation, including valuation methods, payment structures, and any post-exit restrictions or obligations. It's particularly crucial for professional partnerships where significant assets, client relationships, and intellectual property may be involved.
Suggested Sections

1. Parties: Identification of the exiting partner, remaining partners, and the partnership entity

2. Background: Context of the partnership, reason for exit, and current partnership structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Effective Date: Specification of the date when the exit becomes effective

5. Purchase Price and Payment Terms: Details of the buyout amount and how/when payments will be made

6. Partnership Interest Transfer: Process and terms for transferring the exiting partner's interest

7. Release and Discharge: Mutual release of claims and liabilities between parties

8. Continuing Obligations: Ongoing obligations of the exiting partner (e.g., confidentiality, non-compete)

9. Representations and Warranties: Statements of fact by all parties about their authority, ownership, and other relevant matters

10. Tax Matters: Handling of tax liabilities and obligations related to the exit

11. Announcement and Communication: Agreement on how the exit will be communicated to stakeholders

12. General Provisions: Standard legal provisions including governing law, dispute resolution, and entire agreement

Optional Sections

1. Intellectual Property Rights: Required when the exiting partner has contributed to or owns IP rights that need to be addressed

2. Ongoing Consultancy Arrangement: Include when the exiting partner will continue to provide services in a consulting capacity

3. Client Transition: Necessary when the exiting partner has significant client relationships that need formal transition

4. Employee Matters: Required when the exiting partner has direct reports or specific employee relationships

5. Insurance and Indemnification: Include when there are specific insurance or indemnification requirements post-exit

6. Partnership Name Usage: Necessary when the exiting partner's name is part of the partnership name

7. Earn-out Provisions: Include when part of the exit payment is contingent on future performance

Suggested Schedules

1. Schedule 1 - Calculation of Purchase Price: Detailed breakdown of the partnership interest valuation and purchase price calculation

2. Schedule 2 - Payment Schedule: Detailed timeline and terms of payment installments if applicable

3. Schedule 3 - Assets and Liabilities: Comprehensive list of partnership assets and liabilities affecting the exit

4. Schedule 4 - Client List: List of clients and agreed arrangements for their handling post-exit

5. Schedule 5 - Ongoing Projects: List of current projects and their handling post-exit

6. Appendix A - Partnership Valuation Report: Independent valuation report if obtained

7. Appendix B - Non-Compete Terms: Detailed terms of any non-compete or restrictive covenants

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Legal Services

Accounting and Financial Services

Medical Practices

Architecture and Design

Engineering

Consulting

Retail

Manufacturing

Technology

Real Estate

Construction

Hospitality

Relevant Teams

Legal

Finance

Corporate Services

Compliance

Risk Management

Operations

Business Development

Executive Leadership

Administrative Support

Partnership Management

Relevant Roles

Managing Partner

Senior Partner

Partnership Manager

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Finance Director

Business Development Manager

Operations Director

Managing Director

Compliance Officer

Risk Manager

Partnership Administrator

Company Secretary

Professional Services Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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