1. Parties: Identification of all partners, including full legal names, addresses, and registration details
2. Background: Context of the partnership formation, investment objectives, and brief description of the real estate investment strategy
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Partnership Formation and Term: Legal establishment of the partnership, commencement date, duration, and conditions for extension
5. Partnership Interests: Description of each partner's ownership interest and voting rights
6. Capital Contributions: Initial and subsequent capital contributions, procedures for capital calls, and consequences of default
7. Property Acquisition and Management: Procedures for acquiring properties, management responsibilities, and decision-making processes
8. Partnership Management: Governance structure, partner meetings, voting rights, and management responsibilities
9. Financial Matters: Accounting procedures, bank accounts, financial reporting, and audit requirements
10. Profit and Loss Allocation: Distribution of profits and losses, priority returns, and carried interest arrangements
11. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions
12. Exit Mechanisms: Procedures for partner withdrawal, buy-out provisions, and partnership dissolution
13. Representations and Warranties: Standard representations by all partners regarding capacity, authority, and compliance
14. Confidentiality: Protection of partnership and investment information
15. Notices: Communication procedures and contact details for official notices
16. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for dispute resolution
17. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
