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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and business purpose
3. Definitions: Clear definitions of key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership and ownership percentages
5. Capital Contributions: Details of initial and ongoing capital contributions from each partner
6. Profit and Loss Distribution: Formula and mechanisms for calculating and distributing profits and losses
7. Management and Control: Decision-making processes and management responsibilities
8. Banking and Financial Records: Requirements for maintaining financial records and handling banking matters
9. Accounting Period and Distributions: Timing and frequency of profit distributions and accounting requirements
10. Partners' Rights and Obligations: Detailed responsibilities and rights of each partner
11. Term and Termination: Duration of agreement and conditions for termination
12. Dispute Resolution: Procedures for resolving disagreements between partners
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. Miscellaneous Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on partners engaging in competing businesses, used when partners have other business interests
2. Intellectual Property Rights: Ownership and usage of IP within the partnership, included when the business involves significant IP assets
3. Foreign Ownership Provisions: Special provisions required when foreign partners are involved, addressing compliance with Philippine foreign ownership restrictions
4. Death or Incapacity: Procedures in case of death or incapacity of partners, particularly important for family businesses or smaller partnerships
5. Buy-Sell Provisions: Mechanisms for partners to buy out others' interests, important for larger or more complex partnerships
6. Additional Capital Calls: Procedures for requesting additional capital from partners, relevant for businesses anticipating future capital needs
7. Silent Partner Provisions: Special terms for any silent partners, used when some partners are purely investors
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuations of non-cash contributions
2. Schedule B - Profit Sharing Formula: Detailed calculations and examples of how profits will be distributed
3. Schedule C - Management Structure: Organizational chart and detailed management responsibilities
4. Schedule D - Business Plan: Initial business plan and financial projections
5. Schedule E - Partner Contact Information: Detailed contact information and notice requirements for all partners
6. Appendix 1 - Financial Reporting Templates: Standard formats for required financial reports
7. Appendix 2 - Meeting Procedures: Detailed procedures for partner meetings and voting processes
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