The Partnership Framework Agreement serves as a master agreement for establishing and governing business partnerships in the UAE, whether in mainland UAE or free zones. This document is particularly crucial when parties intend to form a long-term business relationship requiring detailed governance structures and clear operational frameworks. It addresses key aspects required under UAE law, including capital contributions, profit sharing, management rights, and dispute resolution mechanisms. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, while also considering specific requirements if the partnership operates in free zones. This document type is especially relevant for businesses seeking to establish joint ventures, strategic alliances, or other forms of business partnerships in the UAE market.
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1. Parties: Identification and details of the partnership parties, including registered addresses and registration numbers
2. Background: Context of the partnership, business rationale, and pre-contractual arrangements
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Partnership Scope and Objectives: Detailed description of partnership purpose, scope, and strategic objectives
5. Term and Renewal: Duration of the partnership, commencement date, and renewal provisions
6. Partnership Structure: Governance structure, management roles, and decision-making processes
7. Capital Contributions: Details of initial and ongoing capital contributions, valuation methods
8. Profit and Loss Sharing: Formula and mechanics for sharing profits and losses
9. Rights and Obligations: Core responsibilities and rights of each partner
10. Intellectual Property Rights: Ownership and usage rights of IP brought into or created during the partnership
11. Confidentiality: Protection and handling of confidential information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Termination: Grounds and process for termination, consequences of termination
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Regulatory Compliance: Specific regulatory obligations, used when operating in regulated industries
2. Environmental and Social Responsibility: Environmental and social commitments, relevant for projects with environmental impact
3. Technology and Data Protection: Technology usage and data protection provisions, essential for tech-focused partnerships
4. Insurance: Insurance requirements and obligations, important for high-risk activities
5. Force Majeure: Force majeure events and consequences, particularly relevant in current global context
6. Anti-Corruption and Sanctions: Compliance with anti-corruption laws and sanctions, crucial for international partnerships
7. Third Party Rights: Rights of third parties under the agreement, relevant when third party beneficiaries are involved
8. Marketing and Branding: Use of partner brands and marketing activities, important for customer-facing partnerships
1. Business Plan: Detailed business plan including market analysis and financial projections
2. Capital Contributions Schedule: Detailed breakdown of each partner's capital contributions
3. Governance Procedures: Detailed procedures for partnership management and decision-making
4. Key Performance Indicators: Specific performance metrics and targets for the partnership
5. Service Levels: Service level requirements and performance standards
6. Intellectual Property Register: Register of IP rights owned by or licensed to the partnership
7. Form of Partner Accession Deed: Template for admitting new partners to the partnership
8. Technical Requirements: Technical specifications and requirements for partnership operations
9. Financial Model: Detailed financial calculations and projections
10. Insurance Requirements: Specific insurance coverage requirements and minimum levels
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