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1. Parties: Identification of all parties entering into the partnership, including full legal names, registered addresses, and company registration numbers
2. Background: Brief context of the partnership opportunity and the parties' intentions
3. Definitions: Key terms used throughout the document
4. Partnership Structure: Legal form of partnership, ownership percentages, and capital contributions
5. Business Purpose: Clear statement of the partnership's objectives and scope of activities
6. Management and Control: Decision-making processes, voting rights, and management structure
7. Financial Terms: Capital contributions, profit/loss sharing, distribution policy
8. Duration and Termination: Term of partnership and conditions for termination
9. Confidentiality: Treatment of confidential information exchanged during the partnership
10. Binding Effect: Which provisions are legally binding and which are subject to final agreement
11. Governing Law: Confirmation of Belgian law as governing law and jurisdiction
1. Intellectual Property Rights: Required when the partnership involves sharing or creating intellectual property
2. Non-Competition: Include when partners need to agree on competitive restrictions
3. Employee Matters: Necessary when the partnership involves shared employees or transfer of personnel
4. Territory and Exclusivity: Include when the partnership has geographical limitations or exclusive rights
5. Marketing and Branding: Required when the partnership involves joint branding or marketing activities
6. Data Protection: Include when partnership involves sharing or processing personal data
7. Exit Mechanisms: Required for partnerships planning for potential future exit scenarios
8. Dispute Resolution: Optional detailed dispute resolution procedures beyond standard governing law clause
1. Initial Business Plan: High-level overview of the partnership's business objectives and strategy
2. Capital Contributions Schedule: Detailed breakdown of each partner's initial and planned capital contributions
3. Key Performance Indicators: Metrics for measuring partnership success and performance targets
4. Management Structure Chart: Visual representation of the proposed management structure
5. Reserved Matters List: List of decisions requiring special approval or unanimous consent
6. Intellectual Property Register: List of relevant IP rights brought into or developed within the partnership
7. Territory Map: If applicable, geographical representation of partnership territory
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