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The Three Way Partnership Agreement is a specialized legal instrument used when three parties wish to formally combine their resources, expertise, or business interests under Hong Kong law. This document is particularly relevant when establishing joint ventures, professional practices, or collaborative business ventures in Hong Kong's dynamic business environment. It provides a comprehensive framework for managing complex three-way business relationships, addressing key aspects such as capital contributions, profit sharing, management structure, and decision-making processes. The agreement must comply with Hong Kong's Partnership Ordinance and related regulations while providing flexibility to accommodate specific business needs. It's commonly used in scenarios where parties bring different strengths to the partnership, such as when combining technical expertise, financial resources, and market access, or when structuring cross-border business collaborations through Hong Kong.

1. Parties: Identification and details of all three partners, including their full legal names, addresses, and registration details if any partner is a corporate entity

2. Background: Context of the partnership formation, business objectives, and the intention of the parties to enter into this three-way partnership

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

4. Partnership Structure: Legal structure of the partnership, business name, registered office, and term of the partnership

5. Capital Contributions: Details of initial and any agreed future capital contributions from each partner

6. Profit and Loss Sharing: Formula and mechanisms for sharing profits, losses, and other financial distributions among the three partners

7. Management and Decision Making: Governance structure, voting rights, and decision-making processes, including which decisions require unanimous consent vs. majority approval

8. Partners' Duties and Obligations: Specific responsibilities, commitments, and expectations from each partner

9. Business Operations: Day-to-day management, operational procedures, and business policies

10. Banking and Financial Matters: Banking arrangements, accounting procedures, and financial management policies

11. Restrictions on Partners: Non-compete, confidentiality, and other restrictive covenants

12. Addition and Retirement of Partners: Procedures for admitting new partners or handling partner retirement

13. Termination and Dissolution: Circumstances and procedures for terminating the partnership or individual partner's involvement

14. Dispute Resolution: Procedures for resolving disputes between partners, including mediation and arbitration provisions

15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.