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Pre Partnership Agreement for Canada

Pre Partnership Agreement Template for Canada

A Pre Partnership Agreement is a formal legal document used in Canadian jurisdictions to establish the framework and conditions for a future partnership formation. This document outlines the steps, conditions, and obligations of all parties during the preliminary phase before establishing a formal partnership. It includes provisions for due diligence, confidentiality, exclusivity, and the allocation of pre-partnership costs. The agreement is governed by Canadian federal and provincial partnership laws, particularly the Partnership Act of the relevant province, and serves as a crucial stepping stone toward forming a full partnership.

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Pre Partnership Agreement

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What is a Pre Partnership Agreement?

A Pre Partnership Agreement is essential when two or more parties are considering forming a business partnership in Canada but need to establish preliminary terms and conditions before committing to a formal partnership. This document is particularly valuable when parties need to conduct due diligence, share confidential information, or allocate pre-formation expenses. It provides a structured framework for negotiating and preparing for the partnership while protecting all parties' interests during the preliminary phase. The agreement must comply with Canadian federal laws and provincial partnership legislation, including the relevant provincial Partnership Act. It typically includes provisions for exclusivity, confidentiality, cost sharing, and conditions that must be met before proceeding to a formal partnership. This type of agreement is commonly used in business expansions, professional practice mergers, and joint venture formations.

What sections should be included in a Pre Partnership Agreement?

1. Parties: Identification of all potential partners, including full legal names and addresses

2. Background: Context of the proposed partnership, including the business purpose and reasons for entering into the pre-partnership arrangement

3. Definitions: Key terms used throughout the agreement

4. Purpose and Scope: Detailed description of the intended partnership's business and objectives

5. Duration and Timeline: Period of the pre-partnership phase and target dates for partnership formation

6. Conditions Precedent: Conditions that must be met before the partnership can be formed

7. Due Diligence: Requirements and process for conducting due diligence investigations

8. Confidentiality: Obligations regarding confidential information shared during the pre-partnership phase

9. Exclusivity: Commitment not to negotiate with other potential partners during this period

10. Costs and Expenses: Allocation of costs incurred during the pre-partnership phase

11. Representations and Warranties: Basic statements of fact and promises made by each party

12. Termination: Circumstances under which the pre-partnership agreement can be terminated

13. Governing Law: Specification of applicable law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

What sections are optional to include in a Pre Partnership Agreement?

1. Initial Capital Contributions: Used when parties want to specify proposed capital contributions in advance

2. Intellectual Property: Required when IP will be contributed to or developed during the pre-partnership phase

3. Non-Competition: Include when parties want to restrict competitive activities during the pre-partnership phase

4. Management Structure: Used when parties want to outline the proposed management structure of the future partnership

5. Regulatory Approvals: Required when the partnership formation requires specific regulatory or governmental approvals

6. Employee Matters: Include when existing employees will be affected by the partnership formation

7. Insurance Requirements: Used when specific insurance coverage must be obtained before partnership formation

8. Dispute Resolution: Optional detailed procedures for resolving disputes during the pre-partnership phase

What schedules should be included in a Pre Partnership Agreement?

1. Schedule A - Business Plan: Detailed business plan for the proposed partnership

2. Schedule B - Due Diligence Requirements: Checklist and requirements for due diligence investigations

3. Schedule C - Timeline and Milestones: Detailed timeline for completing pre-partnership tasks and forming the partnership

4. Schedule D - Proposed Partnership Agreement Terms: Key terms to be included in the final partnership agreement

5. Schedule E - Asset Valuation Method: Agreed methodology for valuing assets to be contributed to the partnership

6. Appendix 1 - Required Regulatory Approvals: List of required regulatory approvals and their status

7. Appendix 2 - Financial Information: Relevant financial information from each party

8. Appendix 3 - Contact Details: Key contact persons and their details for each party

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Cost

Free to use
Relevant legal definitions

























Clauses


























Relevant Industries

Professional Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Construction

Consulting

Agriculture

Financial Services

Media and Entertainment

Education

Energy

Transportation and Logistics

Relevant Teams

Legal

Finance

Business Development

Corporate Development

Strategy

Operations

Risk Management

Compliance

Executive Leadership

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Partner

Business Development Manager

Corporate Lawyer

Legal Counsel

Partnership Manager

Business Owner

Entrepreneur

Professional Practice Owner

Financial Director

Operations Director

Risk Manager

Compliance Officer

Strategy Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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