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1. Parties: Identification of the Filipino partner(s) and foreign partner(s), including complete details and addresses
2. Background: Context of the partnership formation and confirmation of partners' intentions to establish a 60-40 partnership
3. Definitions: Key terms used throughout the agreement, including specific Philippine legal terminology
4. Partnership Structure and Ownership: Detailed breakdown of the 60-40 ownership structure and confirmation of Filipino control
5. Capital Contributions: Initial and subsequent capital contributions from each partner, maintaining the 60-40 ratio
6. Profit and Loss Sharing: Distribution mechanism for profits and losses, aligned with ownership percentages
7. Management and Control: Governance structure ensuring Filipino partner maintains control as required by law
8. Voting Rights and Decision Making: Voting mechanisms and requirements for various types of decisions
9. Compliance with Philippine Laws: Specific provisions ensuring compliance with Filipino ownership and control requirements
10. Transfer of Partnership Interests: Restrictions and procedures for transferring ownership while maintaining the 60-40 ratio
11. Term and Termination: Duration of partnership and circumstances for termination
12. Dissolution and Liquidation: Procedures for partnership dissolution and asset distribution
13. Governing Law and Jurisdiction: Confirmation of Philippine law governance and jurisdiction
14. Dispute Resolution: Procedures for resolving conflicts between partners
15. Notices: Communication procedures between partners
1. Intellectual Property Rights: Required when the partnership involves creation or use of intellectual property
2. Non-Competition and Non-Solicitation: Include when partners agree to restrictions on competing activities
3. Employment of Partners: Needed when partners will be employed by the partnership
4. Additional Capital Calls: Include when there's potential need for future capital investments
5. Insurance Requirements: Required when specific insurance coverage is necessary for the business
6. Confidentiality: Include when partners will share sensitive business information
7. Force Majeure: Include when specific provisions for unforeseen circumstances are needed
8. Anti-Corruption Compliance: Required for partnerships involving government contracts or regulated industries
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Business Plan: Initial business plan and projections
3. Schedule C - Management Structure: Detailed organizational chart and management responsibilities
4. Schedule D - Reserved Matters: List of decisions requiring special voting majorities or unanimous consent
5. Schedule E - Compliance Requirements: Specific Philippine regulatory requirements and compliance procedures
6. Appendix 1 - Partner Information: Detailed information about each partner, including proof of Filipino citizenship for local partners
7. Appendix 2 - Assets Schedule: List of assets contributed to or owned by the partnership
8. Appendix 3 - Required Governmental Approvals: List of necessary permits, licenses, and regulatory approvals
Manufacturing
Retail Trade
Technology Services
Real Estate Development
Agriculture
Mining and Natural Resources
Tourism and Hospitality
Construction
Telecommunications
Transportation and Logistics
Healthcare Services
Education Services
Professional Services
Financial Services
Media and Entertainment
Legal
Corporate Affairs
Compliance
Finance
Business Development
Risk Management
Operations
Strategy
International Relations
Investment
Regulatory Affairs
Corporate Governance
Joint Ventures
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Investment Manager
Compliance Officer
Chief Financial Officer
Partnership Manager
Foreign Investment Advisor
Corporate Secretary
Risk Management Officer
Operations Director
Strategy Manager
Joint Venture Coordinator
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