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Profit Distribution Agreement
"I need a Profit Distribution Agreement for a three-way joint venture between a Philippine tech startup, a Singapore-based investor, and a local manufacturing company, with quarterly profit distributions starting March 2025 and special provisions for intellectual property revenue sharing."
1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the agreement, business relationship, and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Profit Calculation: Methodology and basis for calculating distributable profits
5. Distribution Formula: Agreed percentages or ratios for profit distribution among parties
6. Payment Terms: Timing, frequency, and method of profit distribution payments
7. Accounting and Records: Requirements for maintaining financial records and conducting audits
8. Tax Provisions: Handling of tax obligations and withholding requirements
9. Representations and Warranties: Statements of fact and assurances from each party
10. Term and Termination: Duration of the agreement and conditions for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Dispute Resolution: Process for resolving disagreements between parties
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Foreign Ownership Compliance: Required when any party is non-Filipino, addressing compliance with foreign ownership restrictions
2. Intellectual Property Rights: Needed when profit distribution is linked to IP exploitation or licensing
3. Management Participation: Include when profit sharing involves management rights or decision-making powers
4. Non-Competition: Required when parties need to be restricted from competing activities
5. Force Majeure: Include when specific provisions for handling extraordinary events are needed
6. Insurance Requirements: Include when specific insurance coverage is required for the business operation
7. Exit Mechanisms: Required when providing specific procedures for parties to exit the arrangement
1. Schedule A - Profit Calculation Methodology: Detailed formula and examples of profit calculation
2. Schedule B - Distribution Percentages: Detailed breakdown of profit sharing percentages and any variation conditions
3. Schedule C - Payment Procedures: Specific procedures and requirements for making distributions
4. Schedule D - Accounting Principles: Agreed accounting standards and practices to be followed
5. Schedule E - Tax Computation: Details of tax calculations and withholding procedures
6. Appendix 1 - Initial Business Plan: If applicable, the initial business plan affecting profit distribution
7. Appendix 2 - Authorized Representatives: List of persons authorized to act on behalf of each party
Authors
Manufacturing
Retail
Technology
Real Estate
Professional Services
Financial Services
Agriculture
Construction
Healthcare
Education
Hospitality
Mining
Energy
Transportation
Entertainment
Legal
Finance
Accounting
Tax
Compliance
Corporate Secretarial
Business Development
Investment
Management
Operations
Chief Executive Officer
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Business Development Manager
Managing Partner
Investment Manager
Accounting Manager
Tax Manager
Corporate Lawyer
Compliance Officer
Financial Controller
Managing Director
Joint Venture Manager
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