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Partner Buyout Agreement
"I need a Partner Buyout Agreement for a Sydney-based accounting firm where one founding partner is retiring in March 2025, with specific focus on client transition arrangements and a 2-year non-compete clause within New South Wales."
1. Parties: Identification of the departing partner(s), remaining partner(s), and the partnership entity
2. Background: Context of the partnership, reason for buyout, and current business structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Purchase and Sale of Partnership Interest: Core terms of the buyout including the interest being sold and purchase price
5. Valuation: Agreed valuation method and final valuation of the partnership interest
6. Payment Terms: Structure and timing of payments, including any installment arrangements
7. Completion: Requirements and process for completing the transfer of partnership interest
8. Releases and Indemnities: Mutual releases from liability and indemnification provisions
9. Confidentiality: Ongoing obligations regarding confidential information
10. Restraint of Trade: Non-compete and non-solicitation provisions
11. GST and Tax: Treatment of tax obligations and GST considerations
12. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement
1. Transition Services: Required when the departing partner needs to provide specific assistance during a transition period
2. Intellectual Property Assignment: Needed when specific IP rights need to be transferred or licensed
3. Employee Arrangements: Required when there are staff employment implications
4. Personal Guarantees: Needed when existing personal guarantees need to be released or replaced
5. Client/Customer Transfer: Required when specific arrangements are needed for handling client relationships
6. Ongoing Liabilities: Needed when certain liabilities will continue post-completion
7. Partnership Name and Branding: Required when there are specific arrangements regarding continued use of partnership name or brand
8. Insurance: Needed when specific insurance arrangements must be addressed
9. Third Party Consents: Required when specific third-party approvals are needed for the buyout
1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of valuation and purchase price calculation
3. Schedule 3 - Payment Schedule: Detailed payment terms and installment schedule if applicable
4. Schedule 4 - Completion Obligations: Checklist of actions required at completion
5. Schedule 5 - Partnership Assets: List of partnership assets and their treatment
6. Schedule 6 - Outstanding Liabilities: List of partnership liabilities and their allocation
7. Schedule 7 - Existing Agreements: List of key contracts and their treatment post-buyout
8. Appendix A - Valuation Report: Independent valuation report if applicable
9. Appendix B - Required Consents: Forms of third-party consents required
Authors
Professional Services
Legal Services
Accounting and Financial Services
Medical and Healthcare
Architecture and Design
Engineering
Management Consulting
Real Estate
Information Technology
Retail and Hospitality
Manufacturing
Construction
Creative and Digital Agencies
Legal
Finance
Executive Leadership
Corporate Development
Risk and Compliance
Tax
Business Development
Operations
Human Resources
Partnership Management
Managing Partner
Senior Partner
Executive Partner
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Business Development Director
Finance Director
Legal Counsel
Partnership Manager
Business Owner
Company Director
Corporate Lawyer
Tax Advisor
Business Valuator
Risk Manager
Compliance Officer
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