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Preliminary Partnership Agreement for Malaysia

Preliminary Partnership Agreement Template for Malaysia

A Preliminary Partnership Agreement under Malaysian law serves as a formal framework for parties to explore and negotiate a potential business partnership. This document establishes the groundwork for due diligence, information sharing, and preliminary collaboration while protecting all parties' interests during the exploratory phase. It operates under Malaysian jurisdiction, particularly the Partnership Act 1961 and Contracts Act 1950, and includes essential provisions for confidentiality, exclusivity, and resource allocation during the preliminary phase, while setting clear expectations and timelines for the potential partnership formation.

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What is a Preliminary Partnership Agreement?

The Preliminary Partnership Agreement is a crucial document used in Malaysian business practice when two or more parties wish to explore a potential business partnership without immediately committing to a full partnership arrangement. This document is essential in today's dynamic business environment where careful evaluation and due diligence are necessary before establishing formal partnerships. It provides a structured framework under Malaysian law for information sharing, resource allocation, and preliminary collaboration while protecting all parties' interests through confidentiality and exclusivity provisions. The agreement typically precedes a full Partnership Agreement and is particularly valuable for both local and international businesses exploring opportunities in Malaysia. It must comply with Malaysian Partnership Act 1961 and other relevant legislation, making it a legally sound foundation for partnership exploration.

What sections should be included in a Preliminary Partnership Agreement?

1. Parties: Identification and details of all potential partners, including full legal names, registration numbers, and addresses

2. Background: Context of the preliminary partnership, including the parties' current businesses and reasons for exploring the partnership

3. Definitions: Key terms used throughout the agreement, ensuring clear interpretation

4. Purpose and Scope: Outline of the intended partnership's objectives and preliminary scope of collaboration

5. Duration and Term: Timeframe for the preliminary partnership phase and conditions for extension or termination

6. Confidentiality: Provisions protecting sensitive information exchanged during the preliminary partnership phase

7. Due Diligence: Framework for information sharing and evaluation process

8. Exclusivity: Terms preventing parties from pursuing similar arrangements with others during the preliminary phase

9. Costs and Expenses: Allocation of costs incurred during the preliminary partnership phase

10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for dispute resolution

11. Termination: Conditions and process for ending the preliminary partnership arrangement

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

1. Intellectual Property Rights: Provisions for IP protection and ownership during the preliminary phase, essential when sharing proprietary information

2. Non-Competition: Restrictions on competitive activities, recommended when parties are in similar industries

3. Binding Terms: Specification of which provisions are legally binding, useful for complex arrangements

4. Future Partnership Structure: Preliminary outline of the proposed final partnership structure, helpful for complex partnerships

5. Dispute Resolution: Detailed alternative dispute resolution procedures, recommended for international partnerships

6. Press Releases and Announcements: Guidelines for public communications about the potential partnership, important for high-profile partnerships

7. Staff and Resource Allocation: Framework for sharing personnel and resources during the preliminary phase, needed when joint activities are planned

What schedules should be included in a Preliminary Partnership Agreement?

1. Schedule 1 - Business Plan Overview: High-level outline of the proposed business collaboration

2. Schedule 2 - Due Diligence Requirements: List of required documents and information for mutual evaluation

3. Schedule 3 - Timeline and Milestones: Key dates and objectives for the preliminary partnership phase

4. Schedule 4 - Confidential Information: Specific categories of information deemed confidential

5. Schedule 5 - Authorized Representatives: List of designated contact persons from each party

6. Appendix A - Required Regulatory Approvals: List of necessary regulatory clearances and licenses

7. Appendix B - Resource Commitment: Detailed breakdown of initial resource contributions by each party

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




















Clauses




























Relevant Industries

Manufacturing

Technology and Software

Professional Services

Retail and Consumer Goods

Healthcare

Education

Financial Services

Real Estate and Property Development

Construction

Agriculture and Farming

Energy and Utilities

Telecommunications

Hospitality and Tourism

Logistics and Transportation

Relevant Teams

Legal

Corporate Development

Business Development

Finance

Strategy

Operations

Risk and Compliance

Executive Leadership

Commercial

Investment

Corporate Secretary Office

International Business

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Legal Counsel

Corporate Lawyer

Partnership Manager

Chief Financial Officer

Operations Director

Strategy Director

Risk Manager

Compliance Officer

Business Owner

Entrepreneur

Company Secretary

Commercial Director

Investment Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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