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Simple Limited Partnership Agreement
1. Parties: Identification of the General Partner(s) and Limited Partner(s) with full legal names, registration numbers, and addresses
2. Background: Context of the partnership formation, business purpose, and intention of the parties
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Formation and Name: Declaration of partnership formation, partnership name, and registered office address
5. Business Purpose: Detailed description of the partnership's business activities and scope
6. Capital Contributions: Details of initial capital contributions from all partners, including nature and value of contributions
7. Partnership Interests: Allocation of partnership interests and voting rights among partners
8. Management and Control: Management structure, decision-making process, and powers of the General Partner
9. Rights and Obligations of Partners: Specific rights and duties of both General and Limited Partners
10. Profit and Loss Allocation: Formula and process for distributing profits and losses among partners
11. Distributions: Rules and procedures for making distributions to partners
12. Books and Records: Requirements for maintaining partnership records and partner access rights
13. Transfer of Partnership Interests: Rules governing the transfer of partnership interests and admission of new partners
14. Term and Termination: Duration of the partnership and conditions for termination
15. Dissolution and Liquidation: Process for partnership dissolution and asset distribution
16. Governing Law: Specification of Danish law as governing law and jurisdiction
17. Notices: Process for formal communications between partners and the partnership
18. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Tax Matters: Detailed provisions on tax treatment and reporting when the partnership has complex tax considerations
2. Intellectual Property Rights: Provisions regarding ownership and use of IP when the partnership's business involves significant IP assets
3. Non-Competition and Confidentiality: Restrictions on partner activities and information protection when business sensitive information is involved
4. Key Person Insurance: Requirements for insurance on key partners when their involvement is crucial to the business
5. Advisory Board: Structure and role of an advisory board when additional oversight is desired
6. Partner Vesting: Vesting schedules for partnership interests when partners earn their interests over time
7. Dispute Resolution: Detailed arbitration or mediation procedures when partners want to specify alternative dispute resolution
8. Limited Partner Committee: Establishment and powers of a limited partner committee for larger partnerships with multiple limited partners
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule B - Partnership Interests: Complete allocation of partnership interests and any special rights attached
3. Schedule C - Business Plan: Initial business plan and strategy of the partnership
4. Schedule D - Valuation Methodology: Agreed methods for valuing partnership interests for various purposes
5. Schedule E - Management Structure: Detailed organizational chart and management responsibilities
6. Schedule F - Distribution Policy: Specific rules and calculations for profit distributions
7. Appendix 1 - Partner Contact Details: Complete contact information for all partners and authorized representatives
8. Appendix 2 - Form of Transfer Notice: Standard form for notifying transfer of partnership interests
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