The Simple Partnership Agreement (Gesellschaft bürgerlichen Rechts - GbR) is a foundational document used in Germany when two or more parties wish to establish a basic partnership structure without creating a more complex corporate entity. This agreement is particularly suitable for professional services, small business ventures, or project-specific collaborations. It should be used when partners want to maintain flexibility while having a clear legal framework for their cooperation. The document addresses essential aspects such as capital contributions, profit and loss sharing, management responsibilities, and decision-making processes, all within the context of German civil law. It's important to note that this agreement creates a partnership structure with joint and several liability among partners, making it crucial to carefully consider and document all terms of the cooperation.
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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and partners' intention to cooperate
3. Definitions: Key terms used throughout the agreement
4. Partnership Formation and Purpose: Declaration of partnership formation, business purpose, and main objectives
5. Duration: Term of the partnership (fixed term or indefinite)
6. Capital Contributions: Initial and subsequent capital contributions by partners
7. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners
8. Management and Decision Making: Partnership management structure and voting rights
9. Partners' Rights and Obligations: Core responsibilities and rights of all partners
10. Banking and Financial Records: Management of partnership finances and accounting requirements
11. Admission of New Partners: Process and conditions for admitting new partners
12. Withdrawal and Retirement: Procedures for partner withdrawal or retirement
13. Termination: Circumstances and procedures for partnership termination
14. Governing Law: Confirmation of German law application and jurisdiction
1. Non-Competition: Restrictions on partners' competing activities, used when partners have other business interests
2. Intellectual Property Rights: IP ownership and usage rights, important for partnerships involving creative or technical work
3. Insurance: Required insurance coverage, relevant for high-risk activities or regulated sectors
4. Confidentiality: Protection of partnership's confidential information, important for partnerships with sensitive information
5. Alternative Dispute Resolution: Mediation or arbitration procedures, useful for partners wanting to avoid court proceedings
6. Force Majeure: Provisions for extraordinary events, relevant in uncertain business environments
1. Schedule 1 - Initial Capital Contributions: Detailed list of each partner's initial capital contributions (monetary and non-monetary)
2. Schedule 2 - Business Plan: Initial business plan and strategy of the partnership
3. Schedule 3 - Partner Contact Details: Complete contact information for all partners
4. Schedule 4 - Asset Register: List of partnership assets and their ownership status
5. Schedule 5 - Special Voting Rights: Any special voting or veto rights agreed among partners
6. Appendix A - Partnership Bank Account Details: Banking information and authorized signatories
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