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Venture Capital Partnership Agreement
"I need a Venture Capital Partnership Agreement for a €100M technology-focused fund launching in March 2025, with strong ESG provisions and co-investment rights for limited partners, to be governed by Irish law with specific provisions for investing in AI and blockchain companies."
1. Parties: Identification of all partners, including General Partner(s) and Limited Partners
2. Background: Context of the partnership formation, investment objectives, and purpose
3. Definitions: Comprehensive glossary of terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, name, registered office, and term
5. Purpose and Investment Strategy: Detailed description of investment objectives, strategy, and restrictions
6. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods
7. Partnership Interests: Classes of interests, rights attached to partnership interests
8. Management and Control: Powers and duties of the General Partner, management structure
9. Investment Committee: Composition, duties, and decision-making processes of the investment committee
10. Distributions: Distribution waterfall, timing, and calculation of distributions
11. Allocation of Profits and Losses: Method of allocating financial returns and losses among partners
12. Transfer of Interests: Rules and restrictions on transferring partnership interests
13. Reporting and Information Rights: Financial reporting obligations, partner information rights
14. Partner Meetings: Procedures for partner meetings, voting rights, and quorum requirements
15. Defaults: Consequences of partner defaults and remedies
16. Term and Dissolution: Partnership duration, termination events, and dissolution procedures
17. Confidentiality: Protection of partnership and portfolio company information
18. Governing Law and Jurisdiction: Irish law application and dispute resolution procedures
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their commitments and consequences of departure
2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies
3. ESG Policy: Environmental, Social and Governance provisions, increasingly common in modern VC agreements
4. LPAC: Limited Partner Advisory Committee structure and roles, for larger funds with institutional investors
5. Bridge Financing: Include when the partnership may provide bridge financing to portfolio companies
6. Parallel Funds: Required when parallel investment vehicles are contemplated
7. Strategic Investors: Special provisions for strategic investors with unique rights or obligations
8. Digital Asset Provisions: Include for funds investing in digital assets or cryptocurrencies
1. Schedule 1: Subscription Agreement: Form of subscription agreement for Limited Partners
2. Schedule 2: Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
3. Schedule 3: Management Fee Structure: Detailed calculation and payment terms for management fees
4. Schedule 4: Carried Interest Calculations: Detailed methodology for calculating carried interest
5. Schedule 5: Initial Limited Partners: List of initial Limited Partners and their commitments
6. Schedule 6: Valuation Policy: Methodology for valuing partnership investments
7. Schedule 7: Anti-Money Laundering Requirements: AML procedures and requirements for partners
8. Schedule 8: Tax Matters: Detailed tax provisions and reporting requirements
9. Appendix A: Form of Transfer Agreement: Template for transferring partnership interests
10. Appendix B: Partner Contact Details: Contact information and notice requirements for all partners
Authors
Financial Services
Venture Capital
Private Equity
Technology
Life Sciences
Clean Technology
Digital Media
Fintech
Healthcare
Software
Biotechnology
Renewable Energy
Artificial Intelligence
E-commerce
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Finance
Tax
Investor Relations
Operations
Due Diligence
Fund Manager
Investment Director
General Counsel
Chief Financial Officer
Compliance Officer
Risk Manager
Investment Associate
Legal Counsel
Partnership Administrator
Tax Director
Managing Partner
Investment Committee Member
Portfolio Manager
Fund Accountant
Investor Relations Manager
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