The Partner Separation Agreement is a crucial legal document used when business partners in the Philippines decide to end their business relationship and formally dissolve their partnership. This document is essential for ensuring a smooth, legally compliant separation process while protecting all parties' interests. It must comply with Philippine law, particularly the Civil Code (Republic Act No. 386) and Corporation Code (Batas Pambansa Blg. 68), and address tax implications under the National Internal Revenue Code. The agreement typically includes detailed provisions for asset division, liability allocation, financial settlements, confidentiality obligations, and dispute resolution mechanisms. It's particularly important in the Philippine context where business relationships often involve complex family and social ties, requiring careful consideration of both legal and cultural aspects.
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1. Parties: Identification and details of all partners involved in the separation
2. Background: Brief history of the partnership, reason for separation, and reference to the original partnership agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Effective Date of Separation: Specific date when the separation takes effect and its implications
5. Division of Partnership Assets: Detailed breakdown of how partnership assets will be distributed among partners
6. Treatment of Liabilities: Allocation of existing partnership debts and liabilities
7. Financial Settlement: Terms of any financial payments between partners, including payment schedule
8. Tax Matters: Handling of tax obligations and responsibilities post-separation
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Release and Indemnification: Mutual release of claims and indemnification provisions
11. Dispute Resolution: Process for resolving any disputes arising from the separation
12. Governing Law: Confirmation of Philippine law as governing law and jurisdiction
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices
1. Intellectual Property Rights: Division and future use of intellectual property, if applicable
2. Non-Compete Provisions: Restrictions on future business activities, if agreed upon
3. Employee Matters: Treatment of employees and employment contracts if the partnership has employees
4. Client/Customer Transition: Process for managing and transitioning client relationships
5. Outstanding Projects: Handling of ongoing projects and contracts
6. Use of Partnership Name: Terms regarding future use of the partnership name and branding
7. Insurance Matters: Provisions regarding existing insurance policies and future coverage
8. Foreign Investment Provisions: Special provisions if foreign partners are involved, ensuring compliance with Anti-Dummy Law
1. Schedule A - Asset Inventory: Detailed list of all partnership assets and their agreed valuations
2. Schedule B - Liability Schedule: Comprehensive list of partnership liabilities and their allocation
3. Schedule C - Payment Schedule: Details of any financial settlements including payment amounts and dates
4. Schedule D - Client List: List of clients and their allocation between partners
5. Schedule E - Intellectual Property Register: Inventory of IP assets and their disposition
6. Appendix 1 - Original Partnership Agreement: Copy of the original partnership agreement being terminated
7. Appendix 2 - Valuation Reports: Any professional valuations obtained for partnership assets
8. Appendix 3 - Tax Clearances: Relevant tax clearances and certificates from Philippine authorities
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Legal Services
Accounting and Financial Services
Management Consulting
Real Estate
Construction
Retail and Distribution
Manufacturing
Technology and Software
Healthcare Services
Agriculture and Farming
Food and Beverage
Transportation and Logistics
Relevant Teams
Legal
Finance
Compliance
Risk Management
Corporate Secretarial
Tax
Operations
Business Development
Executive Leadership
Administrative
Relevant Roles
Managing Partner
CEO
Business Owner
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Tax Manager
Business Development Director
Operations Manager
Company Secretary
Compliance Officer
Risk Manager
Partnership Manager
Managing Director
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