NEW PARTNERSHIP AGREEMENT QUESTIONNAIRE

We kindly ask that you consider the following questions and provide your instructions.

* NOTE: all fields are required to be completed

Who are the partners in the partnership?
Please be as specific as possible including to provide trust names where applicable.

What is the name of the business the partnership owns or will own?

Please describe the type of business the partnership owns or will own?

If any partner is a company, will the director be required to provide a personal guarantee for the performance of their company’s obligations?

Yes No

What is the proposed partnership split (eg. what % will each partner have)?

Are the partners required to contribute capital to the partnership?

Yes No

What happens if a partner contributes money in excess of their partnership interest (eg. is it a loan to the partnership)?

Are the partners required to make loans to the partnership?

Yes No

If yes, on what terms? *

Will any of the partners be obtaining a loan to fund their interest in the partnership?

Yes No

If yes, will the partnership be providing any security for that loan? *

Yes No

If yes, will the partner be required to pay down their loan: *

As soon as possible? *

Yes No

Using their partnership payments/share of profits? *

Yes No

Prior to receiving any partnership payments/share of profits? *

Yes No

How often will the partnership pay drawings to the partners?

What bank will be the partnership bank?

Who can sign cheques (eg. one partner or all partners)?

Will the partnership be obtaining external bank funding?

Yes No

If yes, what security will be provided for the funding? *

Which of the following matters will require the unanimous approval of all partners?

sale, other disposal or discontinuance by the Partnership of the Business or any substantial part, or any substantial asset, thereof; disposal or licensing of any intellectual property of the Partnership, including without limitation the consent or otherwise to the sub-licensing of any intellectual property licensed by the Partnership; the terms and conditions on which the Partnership will at any time, and from time to time, lease or purchase premises or relocate from its existing premises; the remuneration payable to the Partners or their associates in their capacities as employees of the Partnership or Partners of the Partnership; the entering of contracts between the Partnership and any third party involving a total capital expenditure by the Partnership in excess of $10,000.00; the giving of guarantees by or on behalf of the Partnership; the acquisition by the Partnership of any business or property or investment and whether directly or indirectly and including, without limitation, as a result of an acquisition of shares in a company, or otherwise; any mortgage, charge or other encumbrance of the whole or any part of the Partnership’s assets and/or undertaking; any diversification of the Partnership’s business into fields outside the business; the appointment of accountants, lawyers or auditors to act for the Partnership where the fee payable exceeds or is likely to exceed $6,000 in any twelve (12) month period; the signing or authorisation of the tax returns of the Partnership; any question as to the amount of moneys to be provided by the Partners to the Partnership at any time and whether by way of capital or loan; the employment or termination of employment of any employee and the terms and conditions applicable to such appointment; tendering for any project or contract where the value of the project or contract exceeds $10,000.00; the compromising of a debt greater than five $5,000.00; the introduction of a new Partner; the commencement of any litigation in the name of the Business or Partnership against any party except in relation to the recovery of a debt due for goods provided and/or services rendered.

Will any one partner have controlling/decision making rights?

Yes No

If yes, who? *

Will there be a working partner?

Yes No

If yes: *

Who will be the working partner? *

What are the minimum hours of the working partner? *

What are the maximum hours of the working partner? *

Will the working partner be employed by the partnership? *

Yes No

How much will the working partner be paid? *

When will the working partner’s pay be reviewed? *

If the working partner resigns, do they need to exit the partnership? *

Yes No

How much notice does a partner need to give if they want to retire from the partnership? *

Are any partners restrained from participating in another pharmacy business? *

Yes No

If yes, who?

Does a partner need to serve a minimum period in the partnership before they can retire? *

Yes No

If yes, how long and what happens if they retire before that time? *

Which of the following constitutes a disability of a partnership (such that they may need to exit the partnership): *

Partner is unable to work as a pharmacist at all?

Yes No

Partner is unable to work as a full time pharmacist but can work part time?

Yes No

Partner becomes permanently physically disabled but not impacted cognitively?

Yes No

If a partner wants to sell its interest in the partnership, does it have to sell all of its interest?

Yes No

Will the other partners have the option to purchase a departing partner’s interest before it is offered to a third party purchaser?

Yes No

Will the other partners have to approve any third party who is purchasing a departing partner’s interest?

Yes No

What will happen if the remaining partners do not wish to purchase the departing partner’s interest and they do not approve the third party purchaser? (eg. will the business be sold and the company be wound up or will the departing partner need to find a different third party purchaser?)

Which of the following will trigger an automatic sale of a partner’s interest: *

the disposal of interest by a partner

Yes No

an Insolvency Event

Yes No

if the partner is an individual, the partner dies

Yes No

if the partnership owns a pharmacy, a partner is deregistered as a pharmacist

Yes No

the partner commits a criminal offence

Yes No

How will the sale/purchase price for an outgoing partner’s interest be determined?

How soon after a partner gives notice of its intention to sell its interest must the sale of interest be completed?

Can the outgoing partner work in the business until their interest is sold?

What other circumstances will trigger the automatic sale of a shareholder’s shares (e.g. fraud or dishonesty, a shareholder becoming totally and permanently disabled)?

Will the agreement include ‘drag along’ and ‘tag along’ terms (please refer to our information sheet for more information)?

Yes No

Does any partner have an option to increase their interest in the partnership?

Yes No

If yes: *

Who?

What interest can they acquire? *

When can they acquire the interest? *

Who do they acquire the interest from? *

What is the sale/purchase price for the additional interest? *

If the partnership is to be wound up and the business sold, how will the sale price be determined (eg. as agreed, as per valuation or fixed price)?

If a dispute arises between any partners, will the parties be required to mediate the matter before a party commences legal proceedings?

Yes No

Is there anything specific you want included in the partnership agreement?

NEW PARTNERSHIP AGREEMENT QUESTIONNAIRE

We kindly ask that you consider the following questions and provide your instructions.

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