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The Partnership Agreement Between 3 Parties is a crucial legal document used when three independent parties wish to establish a formal business partnership under German law. This document is particularly relevant when multiple stakeholders want to combine their resources, expertise, or market presence while maintaining clear governance structures and risk allocation. The agreement must comply with German partnership law, specifically the provisions of the BGB (German Civil Code) and HGB (German Commercial Code), and typically includes detailed sections on capital contributions, profit sharing, management rights, decision-making processes, and exit mechanisms. It's commonly used in various scenarios such as joint ventures, professional service firms, or collaborative business ventures where three parties bring complementary strengths to the partnership.

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

2. Background: Context of the partnership formation, shared objectives, and brief description of each partner's intended contribution

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Partnership Formation and Purpose: Formal establishment of the partnership, its business purpose, and intended activities

5. Capital Contributions: Initial and ongoing capital contributions from each partner, including valuation of non-cash contributions

6. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners

7. Management and Decision Making: Management structure, voting rights, and decision-making processes, including special majority requirements for key decisions

8. Rights and Obligations of Partners: Detailed responsibilities and rights of each partner, including participation in management

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

10. Meetings and Resolutions: Procedures for partner meetings, frequency, notice requirements, and documentation

11. Transfer of Partnership Interests: Rules regarding the transfer of partnership interests, including right of first refusal

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

13. Dissolution and Liquidation: Process for winding up the partnership and distributing assets

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

15. Miscellaneous Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments