A Silent Partner Contract is essential when establishing a business relationship where an investor wishes to maintain a passive role while providing capital investment. This document, governed by Singapore law, outlines the framework for silent partnership arrangements, including capital contributions, profit sharing, liability limitations, and management restrictions. The contract protects both parties' interests by clearly defining roles, responsibilities, and rights while ensuring compliance with Singapore's Partnership Act and related regulations. It's particularly useful for businesses seeking capital investment without surrendering operational control.
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1. Parties: Identification of active partner(s) and silent partner
2. Background: Context of the partnership arrangement and business purpose
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Details of ownership, capital contribution, and business structure
5. Profit Sharing: Distribution of profits and losses
6. Silent Partner Rights and Limitations: Scope of involvement and limitations on management participation
7. Confidentiality: Non-disclosure obligations and protection of business information
8. Term and Termination: Duration and conditions for ending the partnership
1. Management Rights: Detailed management structure if silent partner has limited oversight rights
2. Exit Mechanisms: Procedures for partner withdrawal or sale of interest
3. Non-Compete: Restrictions on competitive activities
4. Dispute Resolution: Specific procedures for resolving disagreements
1. Schedule 1: Capital Contributions: Detailed breakdown of initial and subsequent capital contributions
2. Schedule 2: Profit Sharing Formula: Detailed calculation method for profit distribution
3. Schedule 3: Business Plan: Overview of business operations and objectives
4. Appendix A: Partner Details: Complete information about all partners including contact details
5. Appendix B: Management Structure: Organizational chart and management responsibilities
Relevant legal definitions
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