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Partnership Percentage Agreement
"I need a Partnership Percentage Agreement for a three-partner technology consulting firm where two partners will each hold 40% ownership and contribute equal capital, while the third partner will hold 20% and contribute specialized technical expertise instead of capital."
1. Parties: Identification of all partners entering into the agreement, including full legal names and addresses
2. Background: Context of the partnership formation and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Partnership Interests: Detailed breakdown of each partner's percentage ownership in the partnership
5. Profit and Loss Allocation: Formula and methodology for distributing profits and losses among partners
6. Capital Contributions: Initial and ongoing capital contribution requirements and terms
7. Distribution Policy: Rules and procedures for making distributions to partners
8. Management Rights: Decision-making authority and voting rights based on partnership percentages
9. Transfer Restrictions: Limitations on transferring partnership interests to third parties
10. Books and Records: Requirements for maintaining partnership financial records and partner access rights
11. Term and Termination: Duration of the agreement and conditions for termination
12. Governing Law: Jurisdiction and applicable laws governing the agreement
13. Dispute Resolution: Procedures for resolving disputes between partners
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Used when partners want the right to join in the sale of partnership interests by other partners
2. Drag-Along Rights: Include when majority partners want the right to force minority partners to join in a sale
3. Anti-Dilution Provisions: Protection against ownership dilution in case of new partner admission or additional capital raises
4. Special Allocation Provisions: Include when certain profits or losses need to be allocated differently from general partnership percentages
5. Partner Death/Disability Provisions: Procedures for handling partnership interests in case of death or disability
6. Non-Competition Clause: Include when partners should be restricted from competing with the partnership
7. Intellectual Property Rights: Include when the partnership involves creation or use of intellectual property
8. Key Person Insurance: Include when the partnership will maintain life insurance on key partners
1. Schedule A - Partner Information: Detailed information about each partner including contact details and tax information
2. Schedule B - Initial Capital Contributions: Itemized list of each partner's initial capital contributions, including valuations of non-cash contributions
3. Schedule C - Percentage Interests: Current partnership percentage interests and any special allocation provisions
4. Schedule D - Valuation Methodology: Agreed-upon methods for valuing partnership interests for various purposes
5. Appendix 1 - Distribution Waterfall: Detailed explanation of how distributions will be calculated and paid
6. Appendix 2 - Tax Allocations: Specific provisions for tax allocations and treatment of various partnership items
7. Appendix 3 - Management Structure: Organizational chart and detailed management responsibilities
8. Appendix 4 - Buy-Sell Provisions: Detailed procedures for implementing any buy-sell arrangements between partners
Authors
Partners
Partnership
Partnership Interest
Percentage Interest
Capital Account
Capital Contribution
Initial Capital Contribution
Additional Capital Contribution
Profits
Losses
Net Income
Net Loss
Distribution
Fiscal Year
Managing Partner
Partner Vote
Transfer
Permitted Transfer
Third Party
Fair Market Value
Book Value
Business Day
Confidential Information
Encumbrance
Material Adverse Effect
Partnership Property
Tax Matters Partner
Voting Interest
Defaulting Partner
Non-Defaulting Partner
Tag-Along Rights
Drag-Along Rights
Partnership Books
Regulatory Allocations
Special Allocation
Cause
Change of Control
Distribution Waterfall
Priority Return
Put Option
Call Option
Right of First Refusal
Affiliate
Competing Business
Good Standing
Gross Negligence
Willful Misconduct
Major Decision
Operating Budget
Partnership Agreement
Definitions
Partnership Formation
Capital Contributions
Percentage Interests
Profit and Loss Allocation
Distribution Rights
Management Rights
Voting Rights
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Capital Accounts
Books and Records
Partner Meetings
Decision Making
Non-Competition
Confidentiality
Intellectual Property
Partner Withdrawal
Death and Disability
Buy-Sell Provisions
Valuation
Additional Partners
Tax Matters
Representations and Warranties
Indemnification
Term and Termination
Events of Default
Dispute Resolution
Governing Law
Amendment Procedures
Notices
Force Majeure
Assignment
Severability
Entire Agreement
Further Assurance
Waiver
Counterparts
Professional Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Construction
Financial Services
Consulting
Agriculture
Entertainment
Hospitality
Legal Services
Creative Industries
Legal
Finance
Corporate Development
Executive Leadership
Business Operations
Tax
Compliance
Partnership Management
Investment
Business Development
Business Owner
Managing Partner
Chief Executive Officer
Chief Financial Officer
Business Development Manager
Corporate Lawyer
Legal Counsel
Partnership Manager
Investment Manager
Operations Director
Finance Director
Tax Manager
Business Manager
Entrepreneur
Company Secretary
General Counsel
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