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Master Partnership Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Master Partnership Agreement

"Need a Master Partnership Agreement for a Hong Kong-based international consulting firm with 5 partners, including provisions for cross-border operations and intellectual property protection, to be effective from March 1, 2025."

Document background
The Master Partnership Agreement is the primary governing document for partnerships established under Hong Kong law, essential for businesses where two or more parties wish to join forces in a formal partnership structure. This document is crucial when establishing new partnerships or restructuring existing ones, providing comprehensive coverage of all aspects of the partnership relationship. It typically includes detailed provisions on capital contributions, profit sharing, management rights, partner obligations, and exit mechanisms. The agreement must comply with Hong Kong's Partnership Ordinance and related regulations, making it suitable for both general and professional partnerships. It's particularly important for businesses requiring clear governance structures and risk management frameworks, serving as the foundation for the partnership's entire lifecycle from formation to potential dissolution.
Suggested Sections

1. Parties: Identification and details of all partners entering into the agreement

2. Background: Context of the partnership formation and brief description of the business purpose

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Partnership Structure: Legal structure, nature of partnership, and relationship between partners

5. Capital Contributions: Initial and ongoing capital contributions, valuation of non-cash contributions

6. Profit and Loss Sharing: Formula and mechanics for distribution of profits and allocation of losses

7. Management and Decision Making: Management structure, voting rights, and decision-making processes

8. Partners' Duties and Obligations: Core responsibilities, fiduciary duties, and obligations of partners

9. Financial Management: Banking, accounting practices, financial reporting, and audit requirements

10. Admission of New Partners: Process and conditions for admitting new partners to the partnership

11. Transfer of Partnership Interest: Rules governing the transfer of partnership interests to third parties

12. Withdrawal and Retirement: Procedures and implications of partner withdrawal or retirement

13. Termination and Dissolution: Grounds for termination, dissolution process, and asset distribution

14. Dispute Resolution: Procedures for resolving disputes between partners

15. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction

Optional Sections

1. Intellectual Property Rights: Ownership and management of IP assets - include when IP is significant to the business

2. Non-Competition and Non-Solicitation: Restrictions on competitive activities - include for professional services or when protecting client relationships is crucial

3. Professional Indemnity Insurance: Insurance requirements - include for professional services partnerships

4. International Operations: Provisions for cross-border activities - include if partnership operates internationally

5. Regulatory Compliance: Specific regulatory obligations - include for regulated industries

6. Good Faith and Fair Dealing: Enhanced partnership conduct provisions - include for complex partnerships

7. Force Majeure: Provisions for unforeseen circumstances - include if business has significant operational risks

Suggested Schedules

1. Schedule 1: Partner Details: Detailed information about each partner, including contact details and initial capital contributions

2. Schedule 2: Business Plan: Initial business plan and strategic objectives of the partnership

3. Schedule 3: Capital Accounts: Details of partner capital accounts and valuation methods

4. Schedule 4: Profit Sharing Ratios: Detailed breakdown of profit and loss sharing arrangements

5. Schedule 5: Management Structure: Detailed management hierarchy and specific roles of partners

6. Schedule 6: Accounting Policies: Specific accounting policies and procedures to be followed

7. Appendix A: Partnership Property: List and description of partnership assets and property

8. Appendix B: Operational Procedures: Detailed operational procedures and protocols

Authors

Alex Denne

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

Accounting and Audit

Management Consulting

Architecture and Design

Medical Practices

Engineering Services

Real Estate

Investment Management

Technology Services

Creative Industries

Trading and Distribution

Manufacturing

Construction

Relevant Teams

Legal

Finance

Compliance

Risk Management

Operations

Business Development

Corporate Secretarial

Executive Management

Administrative

Human Resources

Relevant Roles

Managing Partner

Senior Partner

Executive Partner

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Legal Counsel

Company Secretary

Partnership Manager

Risk Manager

Compliance Officer

Business Development Director

Finance Director

Operations Director

Managing Director

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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