Transfer of Partnership Property Rights in Partnership Agreement

We have 3 partners in a tech company and are looking for way to resolve our final issue in the partnership agreement.

The issue revolves around the right to sell shares and how and when the other partners have to know about this. We all agree that the non-selling partners have a "first right of refusal" to match the price of an offering party. Two of the partners believe that there should be a right by them to socialize a discussion at a trade show, industry event, client visit etc to investigate and discuss in broad terms the potential sale of the business. During this discussion a broad discussion of sales and profit should be able to be discussed however before any real data is transferred (ie customers, financials, meeting the other partners, a site visit, etc... ) the other partners would have to be notified. In other words their investment should be able to be socialized informally with potential suitors just like you would an automobile or a home or other asset.

The other partner believes that such discussion should NOT take place without consent of the other partners.

One compromise we have considered is being able to discuss broad aspects of our business in a "cocktail party" setting but having to get consent to release any specific documented information to substantiate the discussions.

Ideas?

[AFFA]

I wish to inform you that a person can discuss with potential buyers about the issue of certain percentage of shares being sold to the potential buyer. In this regard, while discussing a person can disclose only non confidential information. Further information may be provided regarding financial figures which may be disclosed with the consent of all 3 partners to the potential buyer who needs such information to study the value of the company. However, all information disclosed should not include any confidential business secrets as agreed to between the partners.

AFF