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The Start Up Business Partnership Agreement is a foundational document used when establishing a new business venture in Germany. It serves as the primary framework for defining the relationship between founders and early stakeholders in startup enterprises. This agreement is particularly crucial in the German business context, where it must align with specific requirements of the German Civil Code (BGB) and Commercial Code (HGB). The document typically includes detailed provisions for equity distribution, capital contributions, management rights, intellectual property protection, and exit strategies. It's designed to address both immediate operational needs and future considerations such as additional investment rounds, scaling, and potential exits. The agreement is especially relevant for innovative businesses seeking to establish clear governance structures while maintaining flexibility for growth and development within the German legal framework.

1. Parties: Identification and details of all founding partners, including full legal names, addresses, and contact information

2. Background: Context of the partnership formation, business purpose, and shared vision

3. Definitions and Interpretation: Detailed definitions of key terms used throughout the agreement and rules for interpretation

4. Partnership Structure and Purpose: Legal form of partnership, business objectives, and scope of activities

5. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions, and capital accounts

6. Ownership and Equity Distribution: Partnership shares, ownership structure, and any vesting arrangements

7. Management and Decision Making: Governance structure, voting rights, and decision-making processes

8. Roles and Responsibilities: Specific duties and responsibilities of each partner

9. Profit and Loss Allocation: Distribution of profits and losses, dividend policy, and reinvestment provisions

10. Banking and Financial Management: Banking arrangements, financial controls, and accounting practices

11. Intellectual Property Rights: Ownership and protection of IP, including pre-existing IP and newly developed IP

12. Confidentiality: Protection of business secrets and confidential information

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

14. Term and Termination: Duration of partnership and conditions for termination

15. Exit Provisions: Procedures for partner exit, including voluntary departure and forced exit

16. Dispute Resolution: Process for resolving conflicts and jurisdiction details

17. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law