The Silent Partnership Agreement is a crucial document used in Swiss business practice when an investor wishes to participate financially in a business venture while remaining anonymous to third parties. This agreement type is particularly valuable for businesses seeking private investment without altering their public corporate structure. The document comprehensively addresses capital contributions, profit-sharing mechanisms, reporting obligations, and confidentiality requirements, all within the framework of Swiss law. While not explicitly regulated in Swiss legislation, Silent Partnership Agreements are recognized business arrangements that combine elements of various contract types under the Swiss Code of Obligations. This agreement is especially relevant in situations where investors want to maintain confidentiality while still securing their financial interests and rights to profits, making it popular among private investors and businesses seeking discreet financing arrangements.
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1. Parties: Identification of the active partner (visible partner) and the silent partner
2. Background: Context of the partnership formation and brief description of the business venture
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Nature of the silent partnership and relationship between partners
5. Capital Contributions: Details of initial and any subsequent capital contributions by the silent partner
6. Business Operations: Scope of business activities and management responsibilities
7. Profit and Loss Sharing: Distribution of profits and allocation of losses between partners
8. Accounting and Financial Reporting: Requirements for maintaining accounts and providing financial information to the silent partner
9. Confidentiality: Obligations regarding the confidential nature of the partnership
10. Term and Termination: Duration of the partnership and circumstances for termination
11. Return of Capital: Provisions for returning the silent partner's capital contribution
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Non-Competition: Restrictions on competitive activities, used when the silent partner may have access to sensitive business information
2. Intellectual Property Rights: Provisions regarding IP ownership and usage, included when the business involves significant IP assets
3. Additional Financing: Framework for future capital contributions or financing, relevant for growth-oriented ventures
4. Management Consultation Rights: Rights of the silent partner to be consulted on major business decisions, used in larger investments
5. Transfer Restrictions: Limitations on transferring partnership interests, important for maintaining control
6. Death or Incapacity: Succession provisions in case of death or incapacity of either partner
7. Insurance: Requirements for business insurance, relevant for high-risk operations
1. Schedule A - Initial Capital Contribution: Detailed breakdown of the silent partner's initial capital contribution
2. Schedule B - Business Plan: Overview of the business strategy and financial projections
3. Schedule C - Profit Sharing Formula: Detailed calculation method for profit distribution
4. Schedule D - Reporting Requirements: Specific format and timing of financial reports to be provided to the silent partner
5. Schedule E - Valuation Methodology: Agreed method for valuing the partnership interest upon termination
6. Appendix 1 - Due Diligence Documents: Key business documents reviewed by the silent partner
7. Appendix 2 - Existing Business Contracts: List of material contracts affecting the partnership
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