The Start Up Business Partnership Agreement is essential for entrepreneurs establishing a new business venture in Hong Kong's dynamic startup ecosystem. This document becomes necessary when two or more individuals or entities decide to form a partnership to pursue a business opportunity, particularly in innovative or technology-driven sectors. It addresses crucial aspects such as ownership structure, capital investments, profit sharing, management responsibilities, and intellectual property rights, all within the framework of Hong Kong's legal system, particularly the Partnership Ordinance (Cap. 38) and related business regulations. The agreement is designed to provide clarity and protection for all founding partners while maintaining flexibility for future growth, investment, and potential restructuring. It includes provisions for modern startup considerations such as equity vesting, technology development rights, and external investment preparation, making it particularly suitable for innovative ventures in Hong Kong's entrepreneurial landscape.
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1. Parties: Identification and details of all founding partners entering into the agreement
2. Background: Context of the partnership formation, business objectives, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Structure: Legal structure, nature of partnership, and business scope
5. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions
6. Ownership and Profit Sharing: Partnership interests, profit/loss allocation, and distribution policy
7. Management and Decision Making: Governance structure, voting rights, and decision-making processes
8. Partners' Duties and Obligations: Roles, responsibilities, and commitments of each partner
9. Intellectual Property Rights: Ownership and protection of IP created before and during the partnership
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients
12. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner exits
13. Transfer of Partnership Interests: Rules and restrictions on transferring ownership interests
14. Dispute Resolution: Procedures for resolving conflicts between partners
15. Term and Termination: Duration of partnership and grounds for termination
16. General Provisions: Standard legal clauses including governing law, notices, and amendments
1. Vesting Schedule: For partnerships with equity vesting arrangements, typically used in tech startups
2. Employee Stock Option Pool: When partners agree to set aside equity for future employee incentives
3. External Investment Provisions: For partnerships planning to seek venture capital or external investment
4. Technology Development: For tech startups, covering development responsibilities and ownership
5. International Operations: For startups planning to operate in multiple jurisdictions
6. Data Protection: Detailed provisions for handling personal and sensitive data
7. Environmental and Social Responsibility: For startups with specific environmental or social missions
8. Founder Full-Time Commitment: Requirements for founders' time commitment and outside activities
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Ownership Structure: Detailed cap table and ownership percentages
4. Schedule 4: Intellectual Property Register: List of existing IP assets brought into the partnership
5. Schedule 5: Management Responsibilities: Detailed allocation of management duties and responsibilities
6. Schedule 6: Reserved Matters: List of decisions requiring special majority or unanimous consent
7. Appendix A: Valuation Methodology: Agreed methods for valuing partnership interests
8. Appendix B: Financial Procedures: Detailed procedures for financial management and reporting
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