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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
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
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
Professional Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Construction
Consulting
Agriculture
Financial Services
Media and Entertainment
Education
Energy
Transportation and Logistics
Legal
Finance
Business Development
Corporate Development
Strategy
Operations
Risk Management
Compliance
Executive Leadership
Mergers & Acquisitions
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
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