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Partnership Buy Sell Agreement
"I need a Partnership Buy-Sell Agreement for a 3-partner technology consulting firm in Bangalore, with specific provisions for voluntary exit and retirement, including a 12-month notice period and mandatory life insurance requirements for all partners."
1. Parties: Identification of all current partners and the partnership entity
2. Background: Context of the agreement, including brief partnership history and purpose of the buy-sell arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Fair Market Value', 'Triggering Event', etc.
4. Transfer Restrictions: General restrictions on transfer of partnership interests and exceptions
5. Triggering Events: Events that activate the buy-sell provisions (death, retirement, disability, etc.)
6. Purchase Price and Valuation: Methods for determining the purchase price of partnership interests
7. Payment Terms: Structure and timing of payments for purchased interests
8. Right of First Refusal: Process for existing partners to purchase interests before external sale
9. Mandatory Purchase Events: Circumstances requiring mandatory purchase by remaining partners or partnership
10. Insurance Provisions: Requirements for life/disability insurance to fund purchases
11. Tag-Along and Drag-Along Rights: Rights of partners in case of third-party purchases
12. Dispute Resolution: Procedures for resolving disputes related to the agreement
13. Notices: Process for giving formal notices under the agreement
14. Governing Law: Specification of Indian law as governing law and jurisdiction
15. General Provisions: Standard boilerplate clauses including amendments, severability, etc.
1. Disability Provisions: Detailed provisions for handling partner disability, used when partners want specific disability arrangements
2. Family Transfer Exceptions: Special rules for transfers to family members, used when partners want to allow family succession
3. Financing Arrangements: Specific provisions for financing purchases, used when partners want to pre-arrange financing terms
4. Management Transition: Procedures for management transition after triggering events, used in larger partnerships
5. Non-Compete Provisions: Restrictions on departing partners' competitive activities, used in professional services partnerships
6. Tax Matters: Special tax considerations and allocations, used when complex tax implications exist
7. Intellectual Property Rights: Special provisions for handling IP in technology or professional partnerships
1. Schedule A - Current Partnership Interests: List of current partners and their ownership percentages
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership interest value
3. Schedule C - Insurance Policies: Details of life and disability insurance policies held for buy-sell funding
4. Schedule D - Permitted Transfers: List of pre-approved transfers or transferees
5. Schedule E - Payment Terms: Detailed payment schedules and terms for different triggering events
6. Appendix 1 - Valuation Certificate Template: Template for documenting agreed valuations
7. Appendix 2 - Notice Forms: Standard forms for various notices required under the agreement
Authors
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Real Estate
Hospitality
Trading
Consulting
Agriculture
Education
Transport and Logistics
Financial Services
Legal
Finance
Compliance
Risk Management
Corporate Secretarial
Business Development
Operations
Executive Leadership
Board of Directors
Family Office
Managing Partner
Senior Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Finance Director
Business Development Director
Risk Manager
Compliance Officer
Managing Director
Board Member
Operations Director
Family Office Manager
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