1. Parties: Identification and details of all partners entering the agreement
2. Background: Context of the partnership formation, investment objectives, and general intent of the parties
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Partnership Structure and Term: Legal structure, commencement date, term of partnership, and conditions for continuation
5. Capital Contributions: Initial and subsequent capital contributions, timing, valuation methods, and capital accounts management
6. Partnership Interests: Allocation of partnership interests, voting rights, and ownership percentages
7. Management and Control: Management structure, decision-making processes, partner voting rights, and operational control
8. Investment Strategy and Restrictions: Agreed investment objectives, permitted investments, and investment restrictions
9. Profit and Loss Allocation: Distribution of profits, allocation of losses, and distribution priorities
10. Partner Rights and Obligations: Detailed rights, duties, and obligations of all partners
11. Records and Reporting: Requirements for financial records, reporting obligations, and partner access to information
12. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions
13. Exit Mechanisms: Procedures for partner withdrawal, retirement, or removal
14. Termination and Dissolution: Circumstances triggering termination, dissolution procedures, and asset distribution
15. Confidentiality: Protection of partnership and partner confidential information
16. Dispute Resolution: Procedures for resolving disputes between partners
17. General Provisions: Standard legal provisions including governing law, notices, and amendments
