The Informal Partnership Agreement is a fundamental document for establishing business collaborations in the Netherlands, particularly suited for entrepreneurs and professionals who wish to work together while maintaining operational flexibility. This agreement type is governed by Dutch law, specifically the Dutch Civil Code (Burgerlijk Wetboek), and provides a less formal alternative to incorporating a full company. It includes essential provisions for managing the partnership's operations, sharing profits and losses, and defining partner responsibilities, while being simpler to establish and maintain than formal corporate structures. The document is particularly valuable for small-scale ventures, professional collaborations, and project-based partnerships where partners want to maintain individual autonomy while working together toward common business goals.
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1. Parties: Identification and contact details of all partners entering into the agreement
2. Background: Context of the partnership formation and the partners' intention to work together
3. Definitions: Key terms used throughout the agreement
4. Partnership Purpose and Business: Clear statement of the partnership's business objectives and scope of activities
5. Duration: Term of the partnership, including start date and whether it's fixed-term or indefinite
6. Capital Contributions: Initial and ongoing capital contributions from each partner
7. Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners
8. Management and Decision Making: Day-to-day management structure and process for making business decisions
9. Partner Rights and Obligations: Core responsibilities and rights of each partner
10. Banking and Financial Records: Management of partnership finances and maintenance of records
11. Termination: Circumstances and process for ending the partnership
12. Governing Law: Confirmation that Dutch law governs the agreement
1. Non-Competition: Restrictions on partners competing with the partnership - include when partners have other business interests
2. Intellectual Property: Ownership and usage of IP created during the partnership - include for creative or technical businesses
3. Insurance: Required insurance coverage - include for high-risk activities or client-facing businesses
4. Dispute Resolution: Detailed process for resolving disagreements - include for larger or more complex partnerships
5. Admission of New Partners: Process for adding new partners - include if growth is anticipated
6. Death or Incapacity: Procedures following death or incapacity of a partner - include for long-term partnerships
7. Confidentiality: Protection of partnership's confidential information - include when handling sensitive information
8. Marketing and Branding: Guidelines for partnership's public image - include for customer-facing businesses
1. Schedule 1 - Initial Capital Contributions: Detailed list of each partner's initial capital contributions, including valuations
2. Schedule 2 - Partner Contact Details: Complete contact information for all partners
3. Schedule 3 - Business Plan: Initial business plan and strategy (if applicable)
4. Schedule 4 - Division of Responsibilities: Detailed breakdown of partner roles and responsibilities
5. Schedule 5 - Partnership Assets: List of assets owned by or licensed to the partnership
6. Appendix A - Required Business Registrations: Copies of necessary business registrations and permits
7. Appendix B - Partnership Bank Account Details: Banking information and authorized signatories
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