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Silent Partner Agreement Template for India

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Key Requirements PROMPT example:

Silent Partner Agreement

"I need a Silent Partner Agreement for my technology startup based in Bangalore, where the silent partner will invest ₹50 lakhs for a 25% profit share, with the agreement to commence from January 2025."

Document background
The Silent Partner Agreement is a crucial document used in Indian business relationships where investors wish to participate financially in a business venture without taking on management responsibilities or public association with the business. This agreement type is particularly relevant when businesses seek additional capital while maintaining operational control, or when investors want to limit their liability and involvement to their capital contribution. The document, governed by Indian law, specifically the Indian Partnership Act 1932, outlines critical aspects such as capital contribution, profit sharing, confidentiality obligations, and information rights. It's commonly used across various industries and provides legal protection for both active partners who manage the business and silent partners who contribute capital. The agreement must carefully balance the silent partner's right to information and returns with their limitation on management involvement, while ensuring compliance with Indian partnership and tax regulations.
Suggested Sections

1. Parties: Identification of the active partner(s) and silent partner(s), including full legal names, addresses, and contact details

2. Background: Context of the partnership formation, business overview, and purpose of bringing in a silent partner

3. Definitions: Key terms used throughout the agreement, including 'Silent Partner', 'Business', 'Profits', 'Capital Contribution'

4. Partnership Structure: Details of partnership composition, roles, and confirmation of the silent partner's non-involvement in management

5. Capital Contribution: Specifics of the silent partner's investment amount, payment terms, and any future capital requirements

6. Profit and Loss Sharing: Formula for profit/loss distribution, payment schedules, and calculation methods

7. Rights and Limitations: Clear outline of silent partner's rights (especially regarding information access) and limitations on involvement

8. Confidentiality: Obligations regarding business information confidentiality and non-disclosure requirements

9. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

10. Death or Incapacity: Procedures in case of death or incapacity of any partner

11. Dispute Resolution: Process for resolving disagreements, including mediation and arbitration procedures

12. Governing Law: Specification of Indian law as governing law and jurisdiction

Optional Sections

1. Non-Compete: Restrictions on silent partner's involvement in competing businesses, used when silent partner has industry expertise

2. Buy-Out Provisions: Procedures for buying out the silent partner's interest, included when parties want pre-agreed exit mechanisms

3. Insurance: Requirements for business insurance coverage, relevant when significant capital is involved

4. Intellectual Property: IP ownership and rights, included when the business involves significant IP assets

5. Additional Capital Calls: Procedures for requesting additional capital, used when future funding needs are anticipated

6. Tag-Along Rights: Rights of silent partner to join in sale of business, included in larger commercial partnerships

Suggested Schedules

1. Schedule A - Capital Contribution Details: Detailed breakdown of initial investment, payment schedule, and valuation methodology

2. Schedule B - Profit Sharing Formula: Detailed calculation method for profit sharing, including any preferential returns

3. Schedule C - Business Plan: Overview of business operations, projections, and strategic plans

4. Schedule D - Key Performance Indicators: Metrics for measuring business performance and profit calculations

5. Schedule E - Information Rights: Specific financial and operational information the silent partner is entitled to receive

6. Appendix 1 - Partner Details: Detailed information about all partners, including contact information and tax details

Authors

Alex Denne

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

Relevant legal definitions



































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Relevant Industries

Real Estate

Technology

Manufacturing

Retail

Hospitality

Professional Services

Healthcare

Agriculture

Construction

Trading

Education

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Affairs

Compliance

Risk Management

Business Development

Investment

Tax

Executive Leadership

Company Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Business Owner

Managing Partner

Investment Manager

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Director

Company Secretary

Partnership Advisor

Tax Consultant

Investment Analyst

Risk Manager

Compliance Officer

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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