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1. Parties: Identifies and provides full details of the three partners entering into the agreement
2. Background: Explains the context and purpose of forming the partnership
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Name and Business: Specifies the partnership's name and nature of business activities
5. Commencement and Term: States when the partnership begins and its duration
6. Capital Contributions: Details the initial and any agreed future capital contributions from each partner
7. Profit and Loss Sharing: Specifies how profits and losses will be distributed among partners
8. Management and Decision Making: Outlines management structure and decision-making processes
9. Partners' Duties and Obligations: Details the responsibilities and obligations of each partner
10. Banking and Financial Matters: Specifies banking arrangements and financial management procedures
11. Accounting and Records: Details requirements for maintaining partnership accounts and records
12. Addition of New Partners: Procedures for admitting new partners to the partnership
13. Retirement and Resignation: Processes for partner retirement or voluntary exit from the partnership
14. Death or Incapacity: Procedures in case of death or incapacity of a partner
15. Termination: Circumstances and procedures for terminating the partnership
16. Dispute Resolution: Procedures for resolving disputes between partners
17. Governing Law: Specifies that Malaysian law governs the agreement
18. General Provisions: Includes standard contractual provisions like notices, amendments, etc.
1. Non-Competition: Restricts partners from competing with the partnership - include when partners have other business interests
2. Intellectual Property Rights: Addresses ownership and use of IP - include when the business involves creative or technical work
3. Insurance: Requirements for business insurance - include for high-risk businesses
4. Employee Management: Procedures for hiring and managing employees - include if the partnership will have employees
5. Property and Assets: Details handling of partnership property - include if partnership owns significant assets
6. International Operations: Provisions for international business - include if operating across borders
7. Environmental Compliance: Environmental obligations - include for businesses with environmental impact
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's initial and planned capital contributions
2. Schedule 2 - Profit Sharing Ratios: Detailed breakdown of profit and loss sharing arrangements
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Partner Details: Detailed information about each partner including contact details and qualifications
5. Schedule 5 - Partnership Assets: List and valuation of partnership assets at commencement
6. Appendix A - Partnership Procedures: Detailed operational procedures and policies
7. Appendix B - Banking Mandates: Banking arrangements and signing authorities
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