The Silent Partner Investment Contract is essential when establishing investment relationships where one party wishes to provide capital without active involvement in business operations. This document, governed by English and Welsh law, specifically addresses the unique requirements of silent partnership arrangements, including liability limitations, profit-sharing mechanisms, and investor protections. It's particularly valuable for businesses seeking capital while maintaining operational control, and for investors looking to participate financially without management responsibilities. The contract ensures compliance with the Limited Partnerships Act 1907 and related legislation while providing clear structure for the investment relationship.
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1. Parties: Identification of the active partner(s) and silent partner(s)
2. Background: Context of the investment and business relationship
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Amount, payment terms, and nature of investment
5. Profit Share: Distribution of profits and calculation method
6. Silent Partner Rights: Scope and limitations of silent partner involvement
7. Confidentiality: Non-disclosure obligations
8. Term and Termination: Duration and exit provisions
1. Tag-Along Rights: Rights for silent partner to join in sale of business when active partner sells their stake
2. Anti-Dilution Provisions: Protections against ownership dilution in case of future investment rounds
3. Information Rights: Specific provisions regarding access to financial and business information
1. Business Plan: Detailed business strategy and financial projections
2. Investment Schedule: Payment dates and amounts if investment is to be made in stages
3. Profit Calculation Methodology: Detailed formula and methods for calculating profit shares
4. Due Diligence Results: Summary of financial and legal due diligence findings
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