The Term Sheet For Partnership Agreement is a crucial preliminary document used in the Philippine business environment when parties are considering entering into a formal business partnership. It is typically employed during the early stages of partnership negotiations to document the principal terms and understanding between potential partners. This document is particularly important in the Philippine context, where business relationships often combine local and international interests, and must comply with specific local partnership laws and foreign investment regulations. The term sheet covers essential elements such as capital contributions, profit sharing ratios, management rights, and transfer restrictions, while usually remaining non-binding except for specific provisions. It serves as a roadmap for lawyers to draft the definitive partnership agreement and helps parties identify and address key issues early in the negotiation process. The document is especially relevant given the Philippines' growing economy and increasing international business partnerships.
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1. Parties: Identification of all proposed partners, including full legal names, addresses, and registration details if applicable
2. Background: Brief context of the proposed partnership and the purpose of the term sheet
3. Definitions: Key terms used throughout the term sheet
4. Partnership Structure: Proposed legal structure, ownership percentages, and capital contributions
5. Business Purpose: Clear statement of the partnership's intended business activities and scope
6. Capital Contributions: Details of initial and any agreed future capital contributions from each partner
7. Profit and Loss Sharing: Proposed ratio or mechanism for sharing profits and losses
8. Management and Control: Key decision-making processes and management structure
9. Transfer Restrictions: Basic terms regarding transfer of partnership interests
10. Term and Termination: Proposed duration of partnership and key termination events
11. Binding Provisions: Identifies which terms are binding (typically confidentiality, exclusivity, and governing law)
12. Timeline: Expected timeline for due diligence and definitive agreement execution
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
1. Exclusivity Period: Terms of exclusive negotiation period, used when parties want to ensure no parallel negotiations
2. Due Diligence: Overview of due diligence process, included when significant due diligence is required
3. Intellectual Property Rights: Basic terms for IP ownership and licensing, included when IP is significant to the partnership
4. Non-Competition: Basic non-compete terms, included when partners have competing businesses
5. Regulatory Approvals: List of required regulatory approvals, included when partnership requires government or regulatory consent
6. Foreign Investment Provisions: Special provisions required when foreign partners are involved
7. Dispute Resolution: Alternative dispute resolution mechanisms, included when parties prefer specific dispute resolution methods
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuation of non-cash contributions
2. Schedule B - Key Commercial Terms: Summary of principal commercial terms for easy reference
3. Schedule C - Timeline and Key Milestones: Detailed timeline for partnership formation and key implementation milestones
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