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1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, including the business purpose and intention to form a preferred partnership
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Structure: Details of the partnership type, duration, and distinction between preferred and general partners
5. Capital Contributions: Initial and ongoing capital contribution requirements for all partners
6. Profit and Loss Allocation: Distribution of profits and losses, including preferred returns and priority payments
7. Management and Control: Governance structure, voting rights, and decision-making processes
8. Transfer of Partnership Interests: Rules regarding the transfer, sale, or assignment of partnership interests
9. Admission of New Partners: Procedures for admitting new preferred or general partners
10. Dissolution and Termination: Circumstances and procedures for partnership dissolution and wind-up
11. Financial Records and Reporting: Requirements for maintaining financial records and providing partner reports
12. Representations and Warranties: Statements of fact and promises made by the parties
13. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Tag-Along Rights: Rights of partners to join in the sale of partnership interests by other partners
2. Drag-Along Rights: Rights to force other partners to join in the sale of partnership interests
3. Buy-Sell Provisions: Detailed procedures for buying out partners in specific circumstances
4. Non-Competition: Restrictions on partners competing with the partnership business
5. Intellectual Property Rights: Provisions regarding ownership and use of partnership intellectual property
6. Insurance Requirements: Specified insurance coverage requirements for the partnership
7. Dispute Resolution: Specific procedures for resolving partner disputes through mediation or arbitration
8. International Operations: Provisions specific to partnerships operating across international borders
9. Tax Matters Partner: Designation and powers of a partner responsible for tax matters
1. Schedule A - Capital Contributions: Detailed breakdown of initial and committed capital contributions by each partner
2. Schedule B - Preferred Return Calculations: Formula and examples of preferred return calculations
3. Schedule C - Management Structure: Detailed organizational chart and management responsibilities
4. Schedule D - Business Plan: Initial business plan and strategic objectives
5. Schedule E - Valuation Methodology: Agreed methods for valuing partnership interests
6. Appendix 1 - Partner Contact Information: Complete contact details for all partners and authorized representatives
7. Appendix 2 - Banking Arrangements: Details of partnership bank accounts and signing authorities
8. Appendix 3 - Required Regulatory Filings: List of required regulatory filings and responsible parties
Real Estate Development
Private Equity
Venture Capital
Professional Services
Manufacturing
Technology
Infrastructure Development
Natural Resources
Healthcare
Renewable Energy
Legal
Finance
Executive Leadership
Corporate Development
Tax
Compliance
Operations
Investment
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Partner
Investment Director
Corporate Lawyer
Business Development Manager
Partnership Manager
Finance Director
Tax Director
Operations Manager
Compliance Officer
Investment Manager
General Counsel
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