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50 50 Operating Agreement
"I need a 50/50 Operating Agreement for a technology consulting partnership in Ontario, with specific provisions for intellectual property sharing and remote work arrangements, to be effective from March 1, 2025."
1. Parties: Identification of the two 50/50 partners and their contact details
2. Background: Context of the agreement, including the business purpose and relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Partnership Structure: Details of the 50/50 ownership structure, capital contributions, and partnership interests
5. Management and Control: Decision-making processes, voting rights, and management responsibilities of each partner
6. Operations: Day-to-day business operations, roles, and responsibilities
7. Financial Matters: Capital accounts, profit/loss sharing, distributions, and accounting principles
8. Banking and Records: Banking arrangements, maintenance of books and records, and access rights
9. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions
10. Deadlock Resolution: Procedures for resolving deadlocks in decision-making
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Dissolution and Liquidation: Process for winding up the partnership and distributing assets
13. Confidentiality: Protection of confidential information and trade secrets
14. Dispute Resolution: Procedures for resolving disputes between partners
15. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Non-Competition: Restrictions on partners engaging in competing businesses, used when partners have other business interests
2. Intellectual Property: IP ownership and licensing provisions, included when the business involves significant IP assets
3. Employment of Partners: Terms for partners' employment in the business, used when partners are active in operations
4. Insurance: Required insurance coverage, included when specific insurance needs exist
5. Business Plan: Initial business plan and process for updates, used for new ventures or significant changes in direction
6. Third Party Dealings: Rules for engaging with external parties, included when regular third-party interactions are expected
7. Environmental Matters: Environmental compliance and responsibilities, used for businesses with environmental impacts
8. Technology Systems: Management and ownership of technology infrastructure, included for technology-dependent businesses
1. Schedule A - Initial Capital Contributions: Detailed list of initial contributions by each partner
2. Schedule B - Business Plan: Initial business plan and strategic objectives
3. Schedule C - Property Schedule: List of partnership property and assets
4. Schedule D - Authorized Signatories: List of individuals authorized to sign on behalf of the partnership
5. Schedule E - Banking Arrangements: Details of banking arrangements and authorized signatures
6. Schedule F - Accounting Principles: Specific accounting policies and procedures
7. Appendix 1 - Form of Transfer Notice: Standard form for notifying transfer of partnership interests
8. Appendix 2 - Dispute Resolution Procedures: Detailed procedures for dispute resolution
9. Appendix 3 - Management Structure: Organizational chart and management responsibilities
Authors
Applicable Law
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Confidential Information
Deadlock
Default Event
Defaulting Partner
Dispute
Distribution
Effective Date
Fair Market Value
Fiscal Year
Force Majeure Event
Governing Law
Initial Capital Contribution
Intellectual Property
Management Committee
Material Breach
Net Income
Net Loss
Operating Expenses
Partner
Partnership
Partnership Interest
Partnership Property
Permitted Transfer
Person
Project
Quarter
Related Party
Required Consent
Right of First Refusal
Special Resolution
Territory
Third Party
Transfer
Unanimous Consent
Valuation Date
Working Capital
Partnership Formation
Capital Contributions
Ownership Structure
Management Rights
Decision Making
Voting Rights
Deadlock Resolution
Financial Matters
Profit and Loss Allocation
Distribution Policy
Banking Arrangements
Accounting and Records
Partner Duties
Non-Competition
Confidentiality
Intellectual Property
Transfer Restrictions
Right of First Refusal
Buy-Sell Provisions
Partner Withdrawal
Partnership Dissolution
Term and Termination
Force Majeure
Dispute Resolution
Amendments
Notices
Governing Law
Severability
Entire Agreement
Assignment
Indemnification
Insurance
Tax Matters
Representation and Warranties
Default and Remedies
Business Operations
Employment of Partners
Third Party Dealings
Compliance
Environmental Matters
Professional Services
Manufacturing
Real Estate
Technology
Healthcare
Retail
Construction
Agriculture
Mining
Energy
Transportation
Hospitality
Financial Services
Consulting
Media and Entertainment
Legal
Finance
Operations
Executive Leadership
Corporate Governance
Risk Management
Compliance
Business Development
Administrative
Partnership Management
CEO
Managing Partner
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Business Development Manager
Operations Director
Company Secretary
Risk Manager
Compliance Officer
Partnership Manager
Executive Director
Board Member
Finance Director
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