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1. Parties: Identifies and provides full details of all three partners, including their legal names, addresses, and contact information
2. Background: Explains the context and purpose of the partnership, including the business objectives and reasons for collaboration
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Partnership Structure: Outlines the legal form of the partnership and its basic organizational structure
5. Capital Contributions: Details the initial and any agreed future capital contributions from each partner
6. Profit and Loss Sharing: Specifies how profits and losses will be distributed among the partners
7. Management and Control: Describes how the partnership will be managed and decisions will be made
8. Rights and Obligations: Lists the specific rights and responsibilities of each partner
9. Business Operations: Sets out the operational framework for running the business
10. Banking and Financial Matters: Establishes procedures for handling partnership finances and banking arrangements
11. Term and Termination: Specifies the duration of the partnership and conditions for termination
12. Dispute Resolution: Outlines the process for resolving disagreements between partners
13. Governing Law: Confirms that Philippine law governs the agreement and jurisdiction for disputes
14. General Provisions: Includes standard legal clauses such as notices, amendments, and severability
1. Non-Competition: Restricts partners from engaging in competing businesses - include when partners have other business interests
2. Intellectual Property Rights: Addresses ownership and use of IP - include when the business involves creation or use of intellectual property
3. Confidentiality: Protects sensitive business information - particularly important for partnerships involving trade secrets or proprietary information
4. Death or Incapacity: Procedures for handling a partner's death or incapacity - important for family businesses or long-term partnerships
5. Buy-Sell Provisions: Procedures for buying out a partner's interest - include when partners want pre-agreed exit mechanisms
6. International Operations: Provisions for international business activities - include if the partnership operates across borders
7. Employee Management: Guidelines for hiring and managing employees - include if the partnership will have employees
8. Insurance Requirements: Specifies required insurance coverage - include for high-risk businesses or regulatory requirements
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed future capital contributions
2. Schedule B - Profit Sharing Formula: Detailed calculations and conditions for profit distribution
3. Schedule C - Business Plan: Initial business plan and strategic objectives
4. Schedule D - Partner Information: Detailed information about each partner including contact details and designated representatives
5. Schedule E - Asset Register: List of partnership assets and their agreed values
6. Appendix 1 - Operating Procedures: Detailed operational procedures and policies
7. Appendix 2 - Management Structure: Detailed organizational structure and management protocols
8. Appendix 3 - Required Permits and Licenses: List of necessary business permits and licenses under Philippine law
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