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Silent Partnership Agreement
"I need a Silent Partnership Agreement for my tech startup where a silent partner will invest $500,000 for a 25% profit share, with strict confidentiality provisions and quarterly financial reporting requirements starting March 2025."
1. Parties: Identification of the active partner(s) and the silent partner, including full legal names and addresses
2. Background: Context of the partnership formation, business purpose, and acknowledgment of the silent partner's non-operational role
3. Definitions: Key terms used throughout the agreement, including specific business terminology and financial concepts
4. Partnership Structure: Legal form of partnership, roles, and confirmation of silent partner's non-participation in management
5. Capital Contributions: Details of initial and any future capital contributions, including timing and valuation
6. Profit and Loss Allocation: Formula and timing for distribution of profits and allocation of losses
7. Management Rights: Explicit confirmation of active partner's management authority and silent partner's limitations
8. Financial Records and Reporting: Requirements for maintaining books, providing reports, and silent partner's inspection rights
9. Confidentiality: Provisions maintaining the silent partner's anonymity and protecting business information
10. Term and Termination: Duration of partnership and circumstances allowing termination
11. Representations and Warranties: Standard declarations about legal capacity, authority, and compliance
12. Governing Law: Applicable jurisdiction and choice of law provisions
13. Dispute Resolution: Process for resolving disagreements, including mediation or arbitration provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving silent partner right to join in sale if active partner sells their interest
2. Drag-Along Rights: Optional provision allowing active partner to force silent partner to join in sale of business
3. Additional Capital Calls: Process for requesting additional capital, included if future funding might be needed
4. Business Plan Adherence: Reference to specific business plan if silent partner's investment is contingent on specific business strategy
5. Insurance Requirements: Specific insurance obligations if required by silent partner
6. Right of First Refusal: Option for existing partners to purchase interests before external sale
7. Special Tax Provisions: Additional tax-related terms if partnership has specific tax planning objectives
8. Death/Incapacity Provisions: Special provisions for handling partner death or incapacity if needed
1. Schedule A - Capital Contributions: Detailed breakdown of initial capital contributions and valuations
2. Schedule B - Profit Sharing Formula: Detailed calculation method for profit allocation and distribution
3. Schedule C - Business Plan: Overview of business strategy and objectives (if referenced in agreement)
4. Schedule D - Financial Reporting Requirements: Specific format and timing of required financial reports
5. Appendix 1 - Definitions: Extended definitions if too lengthy for main agreement
6. Appendix 2 - Management Authority Matrix: Detailed breakdown of management decisions and authority levels
7. Appendix 3 - Transfer Procedures: Detailed procedures for any permitted transfer of partnership interests
Authors
Agreement
Applicable Law
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Confidential Information
Default Event
Distributable Profits
Effective Date
Encumbrance
Financial Year
Initial Capital Contribution
Investment Amount
Management Rights
Material Adverse Change
Net Income
Operating Expenses
Partnership
Partnership Interest
Profit Share
Quarter
Reserved Matters
Silent Partner
Termination Date
Transfer
Valuation
Voting Rights
Business Assets
Intellectual Property Rights
Management Committee
Partnership Property
Additional Capital Contribution
Books of Account
Distribution
Fiscal Year
Good Industry Practice
Insolvency Event
Loss Share
Material Breach
Operating Account
Restricted Activities
Security Interest
Tag-Along Rights
Drag-Along Rights
Definitions
Partnership Formation
Capital Contributions
Profit and Loss Allocation
Distribution
Management Rights
Non-Participation
Confidentiality
Financial Reporting
Books and Records
Tax Matters
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Representations and Warranties
Indemnification
Term and Termination
Default
Death and Disability
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Entire Agreement
Severability
Further Assurance
Counterparts
Non-Competition
Intellectual Property
Bank Accounts
Insurance
Compliance with Laws
Partnership Meetings
Reserved Matters
Exit Rights
Dissolution
Private Equity
Real Estate
Technology Startups
Manufacturing
Retail
Professional Services
Entertainment
Hospitality
Construction
Healthcare
Agriculture
Restaurant & Food Service
Media & Communications
Financial Services
Legal
Finance
Compliance
Corporate Secretariat
Tax
Risk Management
Investment
Business Development
Executive Leadership
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Business Development Manager
Investment Manager
Legal Counsel
Corporate Attorney
Managing Partner
Finance Director
Business Owner
Entrepreneur
Private Equity Manager
Investment Advisor
Tax Director
Compliance Officer
Partnership Manager
Business Operations Manager
Company Secretary
Risk Manager
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