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1. Parties: Identifies the partnership entity and the managing partner
2. Background: Context of the agreement and partnership structure
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment as managing partner and duration
5. Duties and Responsibilities: Core responsibilities and scope of authority as managing partner
6. Partnership Capital Contribution: Details of required capital contribution and terms
7. Profit Sharing and Drawings: Framework for profit distribution and partner drawings
8. Management Rights: Scope of management authority and decision-making powers
9. Meetings and Voting: Procedures for partnership meetings and voting rights
10. Financial Reporting: Obligations regarding financial management and reporting
11. Confidentiality: Protection of partnership's confidential information
12. Non-Competition: Restrictions on competing activities
13. Termination: Grounds and procedures for terminating the managing partner relationship
14. Exit Provisions: Process and terms for managing partner's exit
15. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
1. Intellectual Property Rights: Required when the partnership deals with significant IP assets or creation
2. International Operations: Needed for partnerships with cross-border operations
3. Insurance and Indemnification: Detailed insurance requirements and indemnification provisions
4. Alternative Dispute Resolution: Specific procedures for mediation or arbitration
5. Family Members and Succession: Relevant for family partnerships or succession planning
6. Partnership Property Usage: Rules for use of specific partnership assets or property
7. Marketing and Business Development: Specific obligations for business growth and marketing
8. Professional Development: Requirements for maintaining professional qualifications
1. Schedule 1 - Capital Contribution Details: Detailed breakdown of managing partner's capital contribution
2. Schedule 2 - Profit Sharing Formula: Detailed calculation method for profit sharing
3. Schedule 3 - Management Powers Matrix: Detailed breakdown of specific management powers and limitations
4. Schedule 4 - Performance Metrics: Specific KPIs and performance evaluation criteria
5. Schedule 5 - Partnership Assets: List of key partnership assets under management
6. Schedule 6 - Approved External Activities: List of pre-approved external business activities
7. Appendix A - Partnership Structure Chart: Organizational structure and reporting lines
8. Appendix B - Financial Reporting Templates: Standard formats for required financial reports
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