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1. Parties: Identification of all partners and the partnership entity
2. Background: Context of the partnership and purpose of the buy-sell agreement
3. Definitions: Defined terms used throughout the agreement
4. Transfer Restrictions: General restrictions on transfer of partnership interests
5. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Methods for determining the purchase price of partnership interests
7. Payment Terms: Structure and timing of payments for purchased interests
8. Right of First Refusal: Process for existing partners to purchase available interests before external sale
9. Mandatory Purchase Events: Circumstances requiring mandatory purchase of partnership interests
10. Closing Procedures: Process and requirements for completing the purchase/sale
11. Representations and Warranties: Standard declarations by all parties
12. Notices: Communication requirements and procedures
13. General Provisions: Standard boilerplate clauses including governing law, amendments, etc.
1. Insurance Provisions: Details of life/disability insurance funding for buy-sell obligations, included when insurance funding is part of the arrangement
2. Tag-Along Rights: Rights of minority partners to join in sale of majority interests, included for partnerships with significant size differences between partners
3. Drag-Along Rights: Rights of majority partners to force minority partners to join in sale, included for partnerships with significant size differences between partners
4. Family Transfer Exceptions: Special provisions for transfers to family members, included when partners want to allow family succession
5. Dispute Resolution: Specific procedures for resolving disputes, included when standard court proceedings are not preferred
6. Non-Competition Provisions: Restrictions on competing activities after exit, included for professional services partnerships
7. Disability Definitions: Detailed definitions of disability triggers, included when disability is a triggering event
1. Schedule A - Current Partnership Interests: List of current partners and their ownership percentages
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership interest values
3. Schedule C - Insurance Policies: Details of insurance policies funding buy-sell obligations
4. Schedule D - Approved Valuation Firms: List of pre-approved business valuators
5. Appendix 1 - Purchase Notice Form: Standard form for initiating purchase under the agreement
6. Appendix 2 - Transfer Documentation: Standard forms for documenting transfers
7. Appendix 3 - Promissory Note Template: Standard form for installment payments
Professional Services
Legal Services
Medical Practices
Accounting Firms
Consulting Services
Architecture Firms
Engineering Firms
Real Estate Development
Construction
Manufacturing
Retail
Technology Services
Financial Services
Agricultural Business
Family Business
Legal
Finance
Executive Leadership
Risk Management
Corporate Governance
Business Development
Human Resources
Tax
Compliance
Strategic Planning
Managing Partner
Senior Partner
Junior Partner
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Business Development Director
Partnership Manager
Succession Planning Manager
Risk Management Officer
Financial Controller
Tax Director
Human Resources Director
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