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Pre Partnership Agreement
"I need a Pre Partnership Agreement for a proposed partnership between my South African technology consulting firm and a German software development company, with specific focus on intellectual property protection and cross-border revenue sharing arrangements, targeting partnership commencement by March 2025."
1. Parties: Details of all potential partners, including full legal names, identification/registration numbers, and addresses
2. Background: Context of the proposed partnership, including the business concept and general intentions of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Duration: Timeframe for the pre-partnership period and conditions for extension
5. Due Diligence: Framework for conducting due diligence investigations and information sharing
6. Confidentiality: Obligations regarding confidential information shared during the pre-partnership phase
7. Proposed Partnership Structure: Outline of the intended partnership structure, including proposed ownership percentages and roles
8. Financial Contributions: Proposed capital contributions and any preliminary financial commitments
9. Decision Making Process: Process for making decisions during the pre-partnership phase
10. Conditions Precedent: Conditions that must be met before the final partnership agreement can be executed
11. Costs and Expenses: Allocation of costs incurred during the pre-partnership phase
12. Non-Competition: Restrictions on competing activities during the pre-partnership phase
13. Termination: Circumstances under which the pre-partnership agreement can be terminated
14. Dispute Resolution: Procedures for resolving disputes during the pre-partnership phase
15. Governing Law: Confirmation of South African law as governing law and jurisdiction
1. Intellectual Property: Required when any party brings existing IP to the proposed partnership or new IP may be developed during the pre-partnership phase
2. Employment Matters: Needed when existing employees or employment relationships need to be addressed in the proposed partnership
3. Property and Assets: Required when specific property or assets are to be contributed to the proposed partnership
4. Regulatory Compliance: Necessary when the proposed business requires specific licenses or regulatory approvals
5. B-BBEE Commitments: Required when parties need to address B-BBEE compliance and commitments
6. Third Party Agreements: Needed when existing contracts or relationships with third parties need to be addressed
7. Insurance: Required when specific insurance arrangements need to be put in place during the pre-partnership phase
1. Schedule 1 - Business Plan: Preliminary business plan and strategic objectives
2. Schedule 2 - Due Diligence Requirements: Detailed list of due diligence items required from each party
3. Schedule 3 - Proposed Capital Contributions: Detailed breakdown of proposed financial and non-financial contributions
4. Schedule 4 - Timeline: Key milestones and deadlines for the pre-partnership phase
5. Schedule 5 - Confidential Information: Specific details of what constitutes confidential information
6. Appendix A - Draft Partnership Agreement: Preliminary draft of the final partnership agreement to be negotiated
7. Appendix B - Required Consents: List of third-party consents and regulatory approvals required
Authors
Approved Purpose
Business
Business Day
Business Plan
Commencement Date
Condition Precedent
Conditions Date
Confidential Information
Due Diligence Investigation
Due Diligence Period
Effective Date
Encumbrance
Evaluation Period
Final Partnership Agreement
Financial Year
Intellectual Property
Law
Material Adverse Change
Parties
Partnership Assets
Permitted Recipients
Preliminary Costs
Proposed Partnership
Representative
SARS
Signature Date
Term
Territory
Termination Date
Third Party Rights
Working Hours
B-BBEE
Capital Contribution
Completion
Deed of Partnership
Disclosed Information
Good Faith
Income Tax Act
Initial Capital
Management Committee
Material Contract
Partnership Interest
Professional Advisers
Related Person
South African Reserve Bank
VAT
Duration and Term
Due Diligence
Information Sharing
Confidentiality
Non-Disclosure
Non-Competition
Exclusivity
Good Faith
Resource Allocation
Cost Sharing
Decision Making
Management
Financial Obligations
Capital Contributions
Intellectual Property
Conditions Precedent
Regulatory Compliance
B-BBEE Compliance
Risk Allocation
Warranties and Representations
Third Party Rights
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Whole Agreement
Severability
Variation
Costs
Data Protection
Anti-Corruption
Exchange Control
Professional Services
Retail
Manufacturing
Agriculture
Technology
Construction
Healthcare
Real Estate
Mining
Financial Services
Hospitality
Education
Consulting
Entertainment
Transportation
Legal
Finance
Operations
Risk Management
Compliance
Business Development
Strategy
Corporate Affairs
Investment
Due Diligence
Business Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Business Development Manager
Partnership Manager
Operations Director
Risk Manager
Corporate Lawyer
Investment Manager
Strategy Director
Company Secretary
Financial Controller
Compliance Officer
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