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Startup Partnership Agreement
"I need a Startup Partnership Agreement for a fintech venture in Singapore launching in March 2025, with three founding partners contributing different amounts of capital and IP rights, where one partner will be taking a more passive role."
1. Parties: Identification and details of all partners entering the agreement
2. Background: Context of the partnership and brief description of the business venture
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership and ownership structure
5. Capital Contributions: Details of initial and ongoing capital contributions from each partner
6. Profit and Loss Sharing: Distribution of profits and allocation of losses
7. Management and Control: Decision-making processes and management responsibilities
8. Term and Termination: Duration of partnership and conditions for termination
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Intellectual Property Rights: IP ownership and licensing arrangements - include when the startup involves significant IP assets or development
2. Non-Compete Provisions: Restrictions on competitive activities - include when partners want to protect business interests from competition
3. International Operations: Provisions for cross-border activities - include when the startup plans to operate in multiple jurisdictions
4. Employment of Partners: Terms of employment for partners who will work in the business - include when partners will take active roles in operations
5. Data Protection: Compliance with PDPA and data protection measures - include when handling personal or sensitive data
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions including valuation of non-cash assets
2. Schedule 2: Business Plan: Detailed business strategy, projections, and milestones
3. Schedule 3: IP Register: List of intellectual property owned or licensed by the partnership
4. Schedule 4: Key Performance Indicators: Metrics for measuring partnership performance and success
5. Appendix A: Partner Details: Detailed information about each partner including contact details and shareholding
6. Appendix B: Governance Procedures: Detailed procedures for partnership meetings, voting, and decision-making
Authors
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Defaulting Partner
Effective Date
Encumbrance
Financial Year
Initial Capital Contribution
Intellectual Property Rights
Management Committee
Managing Partner
Net Profit
Partnership
Partnership Interest
Partner(s)
Partnership Assets
Profit Share
Reserved Matters
SGD
Singapore Dollars
Territory
Transfer
Valuation
Winding Up Event
Working Capital
Exit Event
Fair Market Value
Force Majeure Event
Material Breach
Related Party
Restricted Business
Tag-Along Rights
Drag-Along Rights
Deadlock
Good Leaver
Bad Leaver
Partnership Structure
Capital Contributions
Profit and Loss Sharing
Management and Control
Decision Making
Partners' Duties and Obligations
Reserved Matters
Banking and Finance
Accounting and Records
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Transfer of Partnership Interest
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Default
Termination
Exit Mechanisms
Death or Incapacity
Force Majeure
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Amendment
Assignment
Severability
Entire Agreement
Further Assurance
Costs
Third Party Rights
Counterparts
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