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The Three Way Partnership Agreement is essential when three parties wish to formally collaborate in a business venture under Swiss jurisdiction. This document is particularly relevant when partners want to combine different expertise, resources, or market access while maintaining a balanced relationship. It becomes crucial in scenarios involving joint ventures, professional practices, or investment partnerships where clear governance and operational structures are necessary. The agreement, governed by Swiss law, particularly the Swiss Code of Obligations (Articles 530-551), includes comprehensive provisions for capital contributions, profit sharing, management rights, decision-making processes, dispute resolution, and exit strategies. It's designed to prevent potential conflicts by clearly defining each partner's roles, rights, and responsibilities while ensuring compliance with Swiss legal requirements.

1. Parties: Detailed identification of all three partners, including full legal names, addresses, and registration details if applicable

2. Background: Context of the partnership formation, shared objectives, and general intent of the parties

3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty

4. Partnership Structure: Legal form of partnership, registration requirements, and business name

5. Contributions: Detail of initial and ongoing capital contributions, assets, or services from each partner

6. Profit and Loss Sharing: Distribution of profits and losses among partners, including calculation methods and timing

7. Management and Control: Decision-making processes, voting rights, and day-to-day management responsibilities

8. Partner Meetings: Procedures for regular and special meetings, voting mechanisms, and quorum requirements

9. Banking and Financial Matters: Banking arrangements, accounting procedures, and financial reporting requirements

10. Representations and Warranties: Partners' confirmations regarding their capacity, authority, and commitments

11. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of partnership information

12. Term and Termination: Duration of partnership and circumstances allowing termination

13. Exit Provisions: Procedures for partner withdrawal, retirement, or transfer of interests

14. Dispute Resolution: Methods for resolving disagreements, including mediation and arbitration procedures

15. Governing Law: Confirmation of Swiss law application and jurisdiction

16. General Provisions: Standard clauses including notices, amendments, and severability