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Pre Partnership Agreement Template for New Zealand

A Pre Partnership Agreement is a crucial legal document used in New Zealand that establishes the framework and terms for parties exploring a potential business partnership. Operating under New Zealand law, particularly the Partnership Act 1908 and Contract and Commercial Law Act 2017, this agreement outlines the conditions, expectations, and processes during the pre-partnership phase. It includes provisions for due diligence, confidentiality, exclusivity, and the proposed terms of the eventual partnership, while protecting all parties' interests during the negotiation period.

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What is a Pre Partnership Agreement?

The Pre Partnership Agreement serves as a preliminary legal framework for parties considering entering into a formal business partnership in New Zealand. This document is essential when two or more parties need to share sensitive information, conduct due diligence, or negotiate terms before committing to a full partnership agreement. It provides protection for all parties during the negotiation phase by establishing confidentiality obligations, exclusivity periods, and cost-sharing arrangements. The agreement operates under New Zealand law, particularly the Partnership Act 1908, and includes provisions for due diligence investigations, proposed partnership terms, and conditions for proceeding to or terminating partnership discussions. It's particularly valuable when significant assets, intellectual property, or existing business interests are involved in the potential partnership.

What sections should be included in a Pre Partnership Agreement?

1. Parties: Details of all potential partners including full legal names, addresses, and contact information

2. Background: Context of the proposed partnership, including the business concept and reasons for considering the partnership

3. Definitions: Definitions of key terms used throughout the agreement

4. Purpose and Scope: Outline of the intended business activities and scope of the proposed partnership

5. Due Diligence Period: Timeframe and process for conducting due diligence investigations

6. Confidentiality: Obligations regarding confidential information shared during the pre-partnership period

7. Exclusivity: Commitment not to negotiate with other potential partners during the specified period

8. Proposed Terms of Partnership: Key terms that will form the basis of the final partnership agreement

9. Costs and Expenses: Allocation of costs incurred during the pre-partnership period

10. Termination: Circumstances under which the pre-partnership agreement can be terminated

11. Governing Law: Specification that New Zealand law governs the agreement

12. Execution: Signature blocks and execution details

What sections are optional to include in a Pre Partnership Agreement?

1. Initial Capital Contributions: Details of proposed capital contributions when specific amounts have been discussed

2. Existing Business Assets: Used when one party is bringing an existing business into the proposed partnership

3. Intellectual Property Protection: Required when significant IP will be shared during discussions

4. Non-Competition: Include when parties want to restrict competitive activities during negotiations

5. Key Personnel: Include when specific individuals are crucial to the proposed partnership

6. Milestone Requirements: Used when specific goals or conditions must be met before proceeding to partnership

7. Third-Party Consents: Include when the partnership formation requires approval from external parties

8. Professional Advisory Requirements: Include when specific professional advice must be obtained before partnership formation

What schedules should be included in a Pre Partnership Agreement?

1. Schedule 1 - Due Diligence Requirements: Detailed list of required due diligence items and documentation

2. Schedule 2 - Proposed Business Plan: Initial business plan or concept for the proposed partnership

3. Schedule 3 - Asset Schedule: List of assets to be contributed by each party to the partnership

4. Schedule 4 - Timeline and Key Dates: Important dates and deadlines for the pre-partnership period

5. Appendix A - Confidentiality Terms: Detailed confidentiality provisions and requirements

6. Appendix B - Draft Partnership Agreement Terms: Key terms proposed for the final partnership agreement

7. Appendix C - Financial Projections: Initial financial forecasts and assumptions for the proposed partnership

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

New Zealand

Cost

Free to use

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