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1. Parties: Identification of all contracting parties, including full legal names, addresses, and registration details
2. Background: Context of the partnership agreement, including history and purpose of the arrangement
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Partnership Structure: Legal form of the partnership, capital structure, and ownership percentages
5. Capital Contributions: Initial and ongoing capital contributions, valuation methods, and timing
6. Profit and Loss Sharing: Distribution of profits and losses, calculation methods, and payment terms
7. Management and Decision Making: Governance structure, voting rights, and decision-making processes
8. Partner Rights and Obligations: Core responsibilities, rights, and duties of partners
9. Meeting Procedures: Rules for partner meetings, voting procedures, and documentation requirements
10. Financial Management: Accounting principles, financial reporting, and audit requirements
11. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal
12. Exit Provisions: Procedures for partner retirement, withdrawal, or expulsion
13. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
14. Term and Termination: Duration of the agreement and grounds for termination
15. Governing Law and Jurisdiction: Application of German law and jurisdiction for dispute resolution
1. Intellectual Property Rights: Required when the partnership involves significant IP assets or development
2. Professional Insurance: Necessary for professional service partnerships or high-risk activities
3. International Operations: Include when partnership has cross-border activities
4. Deadlock Resolution: Important for partnerships with equal ownership splits
5. Tag-Along and Drag-Along Rights: Relevant for partnerships planning potential future sale or merger
6. Special Voting Rights: When certain partners have enhanced voting or veto rights
7. Employee Partner Provisions: For partnerships where partners also serve as employees
8. Crisis Management: Procedures for handling financial or operational crises
9. Succession Planning: Important for family businesses or partnerships with aging partners
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2: Profit Sharing Formula: Detailed calculation methods and examples for profit distribution
3. Schedule 3: Partner Details: Complete information about each partner including contact details and professional qualifications
4. Schedule 4: Partnership Assets: Inventory of partnership assets and their agreed values
5. Schedule 5: Management Structure: Detailed organizational chart and management responsibilities
6. Appendix A: Business Plan: Current business plan and strategic objectives
7. Appendix B: Valuation Methods: Agreed methods for valuing partnership interests
8. Appendix C: Required Insurances: List of mandatory insurance coverage and minimum amounts
9. Appendix D: Partner Policies: Internal policies and procedures for partner conduct and operations
Legal Services
Accounting & Tax Services
Management Consulting
Architecture
Medical Practices
Engineering Services
Financial Services
Real Estate
Technology Services
Professional Services
Manufacturing
Retail & Distribution
Legal
Finance
Corporate Governance
Executive Leadership
Partnership Committee
Board of Directors
Corporate Secretariat
Tax
Compliance
Human Resources
Managing Partner
Senior Partner
Executive Partner
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Finance Director
Corporate Secretary
Managing Director
Head of Partnerships
Partnership Committee Member
Board Member
Equity Partner
Junior Partner
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