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Partner Separation Agreement Template for Germany

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Key Requirements PROMPT example:

Partner Separation Agreement

"I need a Partner Separation Agreement for dissolving a two-person IT consulting partnership in Munich, with specific focus on dividing our client portfolio and intellectual property rights, to be effective from March 1, 2025."

Document background
The Partner Separation Agreement is a crucial legal document used when two or more partners decide to end their business or personal partnership in Germany. It is particularly relevant when dissolving partnerships formed under German law, whether these are civil law partnerships (GbR), commercial partnerships, or other forms of business collaboration. The agreement must comply with the German Civil Code (BGB) and Commercial Code (HGB), addressing all aspects of separation including asset division, liability allocation, confidentiality, and ongoing obligations. This document is essential for ensuring a clear, legally compliant dissolution process while minimizing the risk of future disputes. It should be drafted with careful consideration of German partnership law, tax implications, and specific circumstances of the separation.
Suggested Sections

1. Parties: Identification and details of all partners involved in the separation

2. Background: History of the partnership, reason for separation, and current status

3. Definitions: Key terms used throughout the agreement

4. Effective Date: Specification of when the separation takes effect

5. Partnership Dissolution: Terms and conditions of dissolving the partnership

6. Asset Division: Principles and methodology for dividing partnership assets

7. Liabilities and Obligations: Distribution of existing debts and ongoing obligations

8. Financial Settlement: Details of financial arrangements and settlements between partners

9. Confidentiality: Provisions regarding confidential information and trade secrets

10. Non-Competition: Restrictions on competitive activities post-separation

11. Mutual Release: Release of claims and obligations between partners

12. Governing Law: Confirmation of German law application and jurisdiction

13. Dispute Resolution: Procedures for handling disputes arising from the agreement

14. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Intellectual Property Rights: Division and usage rights of intellectual property, used when IP assets exist

2. Client/Customer Allocation: Distribution of client relationships and accounts, relevant for service-based partnerships

3. Employee Matters: Handling of employees and employment contracts, needed when staff are involved

4. Real Estate: Division of real property interests, included when real estate assets exist

5. Ongoing Projects: Management and completion of existing projects, relevant for active business partnerships

6. Tax Provisions: Specific tax-related arrangements, needed for complex asset divisions

7. Insurance Matters: Handling of insurance policies and claims, relevant when shared insurance exists

8. Personal Property: Division of personal effects, relevant for life partnerships

9. Future Cooperation: Terms for any continuing business relationship, used when partial cooperation continues

Suggested Schedules

1. Schedule A - Asset Inventory: Detailed list of all partnership assets and their agreed distribution

2. Schedule B - Liability List: Comprehensive list of all partnership liabilities and their allocation

3. Schedule C - Financial Accounts: List of all bank accounts, investments, and financial instruments

4. Schedule D - Client List: Distribution of clients/customers between partners

5. Schedule E - Intellectual Property: Detailed inventory of IP assets and their allocation

6. Schedule F - Real Estate: Details of real property and their disposition

7. Schedule G - Outstanding Contracts: List of ongoing contracts and their assignment

8. Appendix 1 - Separation Timeline: Detailed timeline for implementing separation activities

9. Appendix 2 - Valuation Reports: Independent valuations of significant assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Professional Services

Legal Services

Financial Services

Real Estate

Technology

Manufacturing

Retail

Consulting

Healthcare

Architecture

Engineering

Construction

Hospitality

Creative Industries

Education

Relevant Teams

Legal

Finance

Corporate Affairs

Compliance

Risk Management

Tax

Business Development

Operations

Partnership Management

Executive Leadership

Relevant Roles

Managing Partner

Senior Partner

Business Owner

CEO

CFO

Legal Counsel

Corporate Lawyer

Business Development Director

Finance Director

Operations Manager

Partnership Manager

Risk Manager

Compliance Officer

Tax Manager

Business Manager

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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