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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."
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
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
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
Business Day
Completion Date
Confidential Information
Effective Date
Encumbrance
Exit Payment
GST
Intellectual Property Rights
Liabilities
Outstanding Obligations
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Parties
Purchase Price
Remaining Partners
Restricted Business
Restricted Period
Settlement Date
Territory
Transfer Documents
Valuation Date
Working Capital
Work in Progress
Exiting Partner
Partnership Agreement
Client Relationships
Completion
Completion Accounts
Due Diligence Materials
Material Adverse Change
Partner's Capital Account
Partnership Books
Partnership Records
Profit Share
Related Entities
Relevant Period
Security Interest
Termination Date
Definitions
Purchase Price
Payment Terms
Completion
Transfer of Interest
Asset Transfer
Liability Transfer
Release and Discharge
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Client Transition
Representations and Warranties
Tax Obligations
GST
Indemnification
Insurance
Notice Requirements
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Amendment
Force Majeure
Announcements
Further Assurance
Costs
Waiver
Counterparts
Good Faith
Survival of Terms
Professional Services
Legal Services
Accounting and Financial Services
Medical Practices
Architecture and Design
Engineering
Consulting
Retail
Manufacturing
Technology
Real Estate
Construction
Hospitality
Legal
Finance
Corporate Services
Compliance
Risk Management
Operations
Business Development
Executive Leadership
Administrative Support
Partnership Management
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
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