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1. Parties: Identification and details of all members/partners
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Business Purpose: Scope and nature of business activities
5. Capital Contributions: Initial and ongoing financial commitments
6. Profit and Loss Distribution: How profits and losses are shared
7. Management Structure: Decision-making processes and authority
8. Voting Rights: Voting procedures and thresholds
9. Transfer of Interests: Procedures for transferring membership interests
10. Dissolution and Winding Up: Process for terminating the business
1. Non-compete Provisions: Restrictions on competitive activities by members during and after membership
2. Intellectual Property Rights: Ownership and use of intellectual property created by members
3. Dispute Resolution: Procedures for resolving conflicts between members
4. Confidentiality: Protection of business secrets and confidential information
5. Death or Incapacity: Procedures in case of member death or incapacity
1. Schedule 1: Members' Details: Complete information about each member including contact details and ownership percentages
2. Schedule 2: Capital Contributions: Detailed breakdown of initial and agreed future capital contributions by members
3. Schedule 3: Business Plan: Initial business strategy, objectives, and financial projections
4. Schedule 4: Voting Procedures: Detailed voting mechanisms, thresholds, and requirements for different types of decisions
Articles of Association
Board
Business
Business Day
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Defaulting Member
Effective Date
Financial Year
Initial Capital Contribution
Insolvency Event
Intellectual Property Rights
Law
Manager
Material Breach
Member
Member Interest
Membership Rights
Officers
Operating Agreement
Ordinary Resolution
Percentage Interest
Profit and Loss
Registered Office
Related Party
Reserved Matters
Share
Special Resolution
Tax
Territory
Transfer
Voting Rights
Capital Contributions
Additional Capital
Profit and Loss Distribution
Management Structure
Voting Rights
Meetings
Decision Making
Transfer of Interests
Admission of New Members
Withdrawal of Members
Expulsion of Members
Death or Incapacity
Confidentiality
Non-Competition
Intellectual Property
Books and Records
Tax Matters
Banking
Dissolution and Winding Up
Dispute Resolution
Amendment Procedures
Notices
Force Majeure
Governing Law
Severability
Entire Agreement
Assignment
Third Party Rights
Indemnification
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