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1. Parties: Identification of all current partners and the partnership entity
2. Background: Context of the agreement, including partnership details and purpose of the buy-sell arrangement
3. Definitions: Key terms used throughout the agreement
4. Transfer Restrictions: General prohibitions on transfer of partnership interests except as permitted by this agreement
5. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary withdrawal, etc.)
6. Valuation Method: Agreed method for determining the purchase price of partnership interests
7. Purchase and Sale Provisions: Procedures for executing the purchase and sale of partnership interests
8. Payment Terms: Structure and timing of payments for purchased partnership interests
9. Life Insurance Provisions: Requirements for life insurance policies to fund purchases in event of death
10. Rights of First Refusal: Process for offering partnership interests to other partners before external sale
11. Closing Procedures: Steps for completing the transfer of partnership interests
12. Representations and Warranties: Standard declarations about authority, ownership, and compliance
13. Dispute Resolution: Process for resolving disagreements about the agreement's implementation
14. General Provisions: Standard clauses including governing law, notices, amendments, etc.
1. Disability Insurance Provisions: Required when partners want to fund buy-outs in case of disability
2. Professional Practice Provisions: Special terms for professional partnerships (e.g., law firms, medical practices)
3. Family Member Provisions: Special terms for family-owned partnerships regarding inheritance and family transfers
4. Cross-Purchase vs. Entity Purchase: Specific structure for purchase mechanism if not using standard approach
5. Tag-Along Rights: Provisions allowing minority partners to join in sales by majority partners
6. Drag-Along Rights: Provisions allowing majority partners to force minority partners to join in sales
7. Intellectual Property Rights: Special provisions for partnerships with significant IP assets
8. Non-Competition Provisions: Restrictions on departing partners' future business activities
1. Schedule 1: Current Partnership Interests: List of current partners and their ownership percentages
2. Schedule 2: Valuation Formula: Detailed methodology for calculating partnership interest values
3. Schedule 3: Life Insurance Policies: Details of insurance policies held to fund the agreement
4. Schedule 4: Authorized Signatories: List of persons authorized to execute documents under the agreement
5. Appendix A: Certificate of Independent Legal Advice: Confirmation that each partner received independent legal advice
6. Appendix B: Sample Valuation Report: Template for documenting partnership interest valuations
7. Appendix C: Transfer Notice Form: Standard form for notifying partners of intended transfers
8. Appendix D: Purchase Option Notice: Standard form for exercising purchase options under the agreement
Professional Services
Legal Services
Medical Practices
Accounting Firms
Architecture Firms
Engineering Consultancies
Real Estate Agencies
Construction
Retail
Hospitality
Agriculture
Manufacturing
Technology Services
Creative Agencies
Legal
Finance
Compliance
Risk Management
Corporate Governance
Executive Leadership
Business Development
Insurance
Partner Relations
Professional Standards
Managing Partner
Senior Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Risk Manager
Financial Controller
Partnership Secretary
Compliance Officer
Insurance Manager
Professional Practice Manager
Business Owner
Managing Director
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