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1. Parties: Identification and details of all partners/investors involved in the agreement
2. Background: Context of the partnership investment, including the purpose and objectives
3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty
4. Partnership Structure: Legal form of partnership, roles, and responsibilities of partners
5. Capital Contributions: Details of initial and subsequent capital contributions, valuation methods
6. Investment Terms: Specific terms of investment, including investment amounts, tranches, and timing
7. Management and Control: Governance structure, decision-making processes, and voting rights
8. Profit and Loss Sharing: Distribution of profits, allocation of losses, and calculation methods
9. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal
10. Exit Provisions: Terms for partner withdrawal, buyout procedures, and partnership dissolution
11. Representations and Warranties: Standard declarations about legal capacity, authority, and compliance
12. Confidentiality: Protection of confidential information and trade secrets
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority partners the right to join in sale of majority interests
2. Drag-Along Rights: Optional provision allowing majority partners to force minority partners to join in sale
3. Anti-Dilution Protection: Include when protecting initial investors from dilution in future funding rounds
4. Regulatory Compliance: Required when partnership activities fall under specific Swiss financial regulations
5. Intellectual Property Rights: Include when partnership involves development or use of IP
6. Non-Competition: Optional restrictions on partners' competing activities
7. Key Person Insurance: Include when partnership relies heavily on specific individuals
8. Environmental, Social and Governance (ESG): Include when partnership has specific ESG commitments or requirements
1. Partner Information Schedule: Detailed information about all partners including contact details and tax status
2. Capital Contributions Schedule: Detailed breakdown of each partner's capital contributions and valuations
3. Business Plan: Detailed business plan and investment strategy of the partnership
4. Management Structure: Organizational chart and detailed governance procedures
5. Distribution Waterfall: Detailed calculation methodology for profit distribution
6. Compliance Requirements: Specific regulatory requirements and compliance procedures
7. Valuation Methodology: Agreed methods for valuing partnership interests and assets
8. Form of Transfer Notice: Template for notifying transfer of partnership interests
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