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Pre Partnership Agreement Template for England and Wales

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Key Requirements PROMPT example:

Pre Partnership Agreement

"Need a Pre Partnership Agreement for two technology consulting firms planning to merge, with specific focus on IP protection and client confidentiality during the due diligence phase, aiming to complete partnership formation by March 2025."

Document background
The Pre Partnership Agreement serves as a crucial preliminary document for parties considering entering into a formal partnership in England and Wales. This agreement is particularly important when significant due diligence, asset evaluation, or complex negotiations are required before establishing the final partnership. It provides a structured framework for information sharing while protecting confidential information and establishing clear conditions that must be met before partnership formation. The document typically includes provisions for exclusivity, cost sharing, and break fees, ensuring all parties' interests are protected during the pre-partnership phase.
Suggested Sections

1. Parties: Details of all prospective partners

2. Background: Context and purpose of the pre-partnership arrangement

3. Definitions: Key terms used throughout the agreement

4. Duration: Term of the pre-partnership agreement

5. Confidentiality: Protection of sensitive information during negotiations

6. Due Diligence: Requirements for information sharing and verification

7. Conditions Precedent: Conditions that must be met before partnership formation

Optional Sections

1. Exclusivity: Prevents parties from negotiating with others during the pre-partnership period

2. Cost Sharing: Provisions for how pre-partnership costs will be allocated between parties

3. Intellectual Property: Treatment of IP during pre-partnership phase and provisions for IP developed during this period

4. Break Fee: Compensation provisions if negotiations fail or one party withdraws

Suggested Schedules

1. Due Diligence Requirements: Detailed list of required documentation and verifications

2. Timeline: Key dates and milestones for partnership formation

3. Draft Partnership Agreement: Preliminary version of intended partnership agreement

4. Financial Information: Required financial disclosures and projections

5. Asset Schedule: List of assets to be contributed to partnership

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses


























Industries

Partnership Act 1890: Primary legislation defining partnerships, establishing basic rights and obligations of partners, default rules for partnership operations, and partner liability principles

Limited Partnerships Act 1907: Legislation governing limited partnerships, relevant for structure considerations in partnership formation

Limited Liability Partnerships Act 2000: Legislation governing LLPs, important if considering future conversion to limited liability partnership structure

Companies Act 2006: Key legislation relevant if considering future incorporation of the partnership into a company

Law of Property (Miscellaneous Provisions) Act 1989: Contains fundamental contract law principles relevant to partnership agreement formation

Equality Act 2010: Legislation ensuring anti-discrimination provisions are properly incorporated into partnership arrangements

Data Protection Act 2018 and UK GDPR: Regulations governing the handling and protection of personal data within the partnership

Financial Services and Markets Act 2000: Relevant legislation if partnership involves regulated financial activities

Competition Law: Legal framework ensuring partnership compliance with anti-competitive practices, sector-specific

Employment Law: Relevant legislation for partnerships planning to hire employees or engage workers

Partnership Taxation Laws: Tax legislation specific to partnership structures and partner income taxation

Intellectual Property Laws: Legislation protecting IP rights, crucial for partnerships dealing with intellectual property

Professional Regulations: Industry-specific regulations and professional standards applicable to the partnership's field of operation

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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