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Startup Partnership Agreement
"I need a Startup Partnership Agreement for a fintech venture in New Zealand with three co-founders, where two partners are contributing software IP and one is contributing capital of NZD 500,000; the agreement should include detailed IP protection clauses and a 4-year vesting schedule."
1. Parties: Identification and details of all partners entering the agreement
2. Background: Context of the partnership formation, business purpose, and shared objectives
3. Definitions: Key terms used throughout the agreement and their specific meanings
4. Partnership Structure: Legal form of partnership, business name, and registered address
5. Capital Contributions: Initial and ongoing capital contributions from each partner
6. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners
7. Management and Decision Making: Governance structure, voting rights, and decision-making processes
8. Partner Duties and Obligations: Responsibilities, commitments, and expectations of each partner
9. Intellectual Property Rights: Ownership and protection of IP created before and during the partnership
10. Confidentiality: Protection of business secrets and confidential information
11. Non-Competition: Restrictions on competing activities during and after partnership
12. Term and Termination: Duration of partnership and conditions for termination
13. Dispute Resolution: Process for resolving conflicts between partners
14. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Vesting Schedule: Used when partners' equity stakes vest over time based on continued involvement
2. External Investment: Include when anticipating future investment rounds and equity dilution
3. International Operations: Required for startups planning to operate across multiple jurisdictions
4. Employee Share Scheme: Include when planning to offer equity to employees
5. Technology Transfer: Used when specific technology is being contributed by partners
6. Research and Development: Include for startups focused on R&D activities
7. Exit Strategy: Detailed provisions for acquisition, IPO, or other exit scenarios
8. Founder Full-Time Commitment: Include when requiring partners to work exclusively for the startup
1. Schedule 1: Partner Details: Detailed information about each partner including contact details and shareholding
2. Schedule 2: Initial Capital Contributions: Itemized list of cash, assets, and services contributed by each partner
3. Schedule 3: Business Plan: Initial business plan including market analysis, strategy, and financial projections
4. Schedule 4: IP Register: List of intellectual property owned or licensed by the partnership
5. Schedule 5: Vesting Terms: Detailed vesting schedules and conditions if applicable
6. Appendix A: Partner Responsibilities: Detailed breakdown of each partner's roles and responsibilities
7. Appendix B: Key Performance Indicators: Metrics for measuring partnership and individual partner performance
8. Appendix C: Governance Procedures: Detailed procedures for meetings, voting, and decision-making
Authors
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Deadlock
Default Event
Encumbrance
Exit Event
Financial Year
Force Majeure
Founding Partners
Initial Capital
Intellectual Property
Management Committee
Material Breach
Net Profit
Operating Expenses
Partner
Partnership
Partnership Assets
Partnership Interest
Pre-Existing IP
Profit Share
Quarter
Related Party
Reserved Matters
Share
Special Resolution
Startup Phase
Tag-Along Rights
Term
Territory
Transfer
Valuation
Vesting Period
Working Capital
Partnership Formation
Term and Duration
Capital Contributions
Profit and Loss Distribution
Management Rights
Decision Making
Partner Obligations
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Financial Management
Banking Arrangements
Accounting and Records
Partner Meetings
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Vesting
Additional Partners
Exit Provisions
Valuation
Default Events
Force Majeure
Dispute Resolution
Mediation
Arbitration
Termination
Partnership Dissolution
Representations and Warranties
Indemnification
Insurance
Notices
Amendment
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Technology
Software Development
Biotechnology
Fintech
E-commerce
Digital Media
Clean Technology
Healthcare Technology
Agricultural Technology
Education Technology
Professional Services
Consulting
Manufacturing
Retail Innovation
Artificial Intelligence
Blockchain
Legal
Executive Leadership
Corporate Development
Business Development
Finance
Operations
Strategy
Compliance
Risk Management
Investment
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Founder
Co-Founder
Legal Counsel
Corporate Lawyer
Business Development Manager
Startup Advisor
Investment Manager
Partnership Manager
Venture Capitalist
Angel Investor
Company Secretary
Operations Director
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