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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and brief description of the business purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation, business name, and commencement date
5. Business Purpose: Detailed description of the partnership's business activities and objectives
6. Capital Contributions: Details of initial and any agreed future capital contributions from each partner
7. Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners
8. Management and Control: Structure for decision-making and day-to-day management of the partnership
9. Rights and Obligations: Specific rights and duties of each partner
10. Banking and Financial Matters: Banking arrangements, financial management, and accounting procedures
11. Term and Termination: Duration of partnership and conditions for termination
12. Dispute Resolution: Procedures for resolving disagreements between partners
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Rights: Required when the partnership involves creation or use of intellectual property
2. Non-Competition: Used when partners want to restrict competitive activities during and after the partnership
3. Confidentiality: Important when sensitive business information will be shared
4. Insurance: Required when specific insurance coverage needs to be maintained
5. Employment of Partners: Needed when partners will also be employees of the partnership
6. Foreign Investment Provisions: Required when any partner is a foreign entity or individual
7. Exit Strategy: Detailed procedures for partner withdrawal or buy-out scenarios
8. Force Majeure: Important when specific events beyond control should be addressed
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule B - Profit Sharing Ratios: Specific percentages and calculation methods for profit distribution
3. Schedule C - Business Plan: Detailed business plan and operational strategy
4. Schedule D - Partner Information: Detailed information about each partner including contact details and representatives
5. Schedule E - Assets Register: List of partnership assets and their agreed values
6. Appendix 1 - Management Procedures: Detailed procedures for partnership management and decision-making
7. Appendix 2 - Banking Arrangements: Details of bank accounts and authorized signatories
8. Appendix 3 - Accounting Policies: Agreed accounting principles and procedures
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