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The Investment Partnership Agreement is a crucial document used when establishing an investment vehicle in Hong Kong's sophisticated financial market. It serves as the foundational document for partnerships engaging in investment activities, whether in private equity, venture capital, or other investment sectors. The agreement must comply with Hong Kong's regulatory framework, particularly the Partnership Ordinance (Cap. 38) and Securities and Futures Ordinance (Cap. 571). It typically includes detailed provisions on capital commitment, investment strategy, management structure, profit distribution, and partner rights and obligations. This document is essential for both domestic and international investors looking to establish investment partnerships in Hong Kong, providing the legal framework necessary for collective investment activities while protecting all parties' interests.

1. Parties: Identification of all partners including full legal names, addresses, and registration details for corporate partners

2. Background: Context of the partnership formation, intended purpose, and basic principles of collaboration

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Partnership Formation and Term: Official establishment of the partnership, commencement date, and duration

5. Purpose and Scope: Detailed description of partnership's investment objectives, strategies, and permitted activities

6. Capital Contributions: Initial and subsequent capital contributions, timing, and valuation methods

7. Partnership Interests: Allocation of partnership interests, voting rights, and economic rights

8. Management and Control: Management structure, decision-making processes, and partner voting rights

9. Profit and Loss Allocation: Distribution of profits, allocation of losses, and distribution waterfall

10. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions

11. Partner Admission and Withdrawal: Procedures for admitting new partners and handling partner withdrawals

12. Books and Records: Requirements for maintaining partnership records and partner access rights

13. Representations and Warranties: Partners' representations regarding authority, capacity, and compliance

14. Confidentiality: Protection of partnership and partner confidential information

15. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up

16. Governing Law and Dispute Resolution: Choice of Hong Kong law and dispute resolution mechanisms