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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."
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
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
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
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