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1. Parties: Identifies the contracting parties with their complete legal names, addresses, and registration details
2. Background: Provides context for the partnership, including business objectives and general intent of the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Partnership Scope and Structure: Outlines the nature and scope of the partnership, including business activities and territorial coverage
5. Term and Renewal: Specifies the duration of the agreement and conditions for renewal
6. Rights and Obligations: Details the specific rights and responsibilities of each partner
7. Financial Arrangements: Covers capital contributions, profit sharing, losses, and financial management
8. Governance Structure: Establishes decision-making processes and management structure
9. Intellectual Property Rights: Addresses ownership and usage of IP brought into or created during the partnership
10. Confidentiality: Protects confidential information shared between partners
11. Representations and Warranties: Contains basic assurances from each party about their capacity and authority
12. Termination: Specifies grounds and procedures for ending the partnership
13. Dispute Resolution: Establishes procedures for resolving conflicts between partners
14. General Provisions: Includes standard legal clauses such as notices, amendments, and governing law
1. Non-Competition: Restricts partners from competing activities - include when partners operate in similar markets
2. Insurance: Specifies required insurance coverage - important for high-risk activities
3. Compliance with Laws: Detailed regulatory compliance requirements - essential for regulated industries
4. Force Majeure: Addresses unforeseeable circumstances - important in long-term partnerships
5. Assignment and Subcontracting: Controls transfer of rights - include when flexibility in partnership structure is needed
6. Data Protection: Detailed data handling procedures - essential when dealing with personal or sensitive data
7. Marketing and Branding: Guidelines for using partner brands - important for customer-facing partnerships
8. Environmental and Social Responsibility: Sets sustainability standards - relevant for environmentally sensitive operations
1. Schedule 1: Business Plan: Detailed business objectives, strategies, and implementation timeline
2. Schedule 2: Financial Terms: Detailed financial arrangements, including profit sharing formulas and payment terms
3. Schedule 3: Governance Procedures: Detailed procedures for meetings, voting, and decision-making
4. Schedule 4: Service Levels: Performance standards and metrics for partnership activities
5. Schedule 5: Technical Requirements: Technical specifications and operational procedures
6. Schedule 6: Key Personnel: List of key personnel and their roles in the partnership
7. Appendix A: Form of Notice: Standard templates for official communications between partners
8. Appendix B: Compliance Checklist: Regulatory and operational compliance requirements
9. Appendix C: Brand Guidelines: Guidelines for use of trademarks and branding elements
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