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1. Parties: Identification and details of all members entering into the agreement
2. Background: Context and purpose of the agreement, including business objectives
3. Definitions: Key terms and their meanings as used throughout the agreement
4. Business of the Partnership: Description of the nature and scope of business activities
5. Capital Contributions: Details of initial and ongoing capital contributions by members
6. Profit and Loss Sharing: Distribution of profits and allocation of losses among members
7. Management Structure: Governance framework and decision-making processes
8. Members' Rights and Obligations: Core rights and duties of members
9. Termination: Circumstances and procedures for agreement termination
1. Intellectual Property Rights: IP ownership and protection provisions - use when the business involves significant IP assets
2. Non-Compete Provisions: Restrictions on competitive activities - use when protecting business interests from member competition is crucial
3. International Operations: Provisions for cross-border activities - use when business operates in multiple jurisdictions
4. Special Purpose Vehicles: Provisions for subsidiary entities - use when the business structure includes SPVs
1. Initial Capital Contributions Schedule: Detailed breakdown of members' initial investments
2. Members' Details: Complete information about each member including contact details
3. Business Plan: Initial business plan and strategy
4. Accounting Policies: Agreed accounting principles and procedures
5. Deed of Adherence: Template for new members joining the partnership
Accounting Date
Accounting Period
Annual Budget
Appointed Directors
Articles of Association
Auditors
Authorised Representative
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Cause
Chairman
Change of Control
Companies Acts
Confidential Information
Current Account
Deadlock
Deed of Adherence
Default Notice
Defaulting Member
Directors
Distribution
Encumbrance
Financial Year
First Accounting Date
Founding Members
Group
Initial Capital Contribution
Intellectual Property Rights
Interest Rate
Law
Majority Vote
Management Board
Managing Member
Member
Membership Interest
New Member
Ordinary Resolution
Partnership
Partnership Property
Profit Share
Profits
Quarter
Registered Office
Related Party
Reserved Matters
Secretary
Special Resolution
Subsidiary
Tax
Transfer
Valuation
Working Capital
Business Purpose
Term and Duration
Capital Contributions
Additional Capital Contributions
Members' Rights and Obligations
Profit and Loss Distribution
Management Structure
Decision Making
Voting Rights
Reserved Matters
Meetings
Board Composition
Transfer of Interests
Pre-emption Rights
Drag Along Rights
Tag Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Banking and Finance
Accounting and Records
Tax Matters
Deadlock Resolution
Default
Termination
Withdrawal
Expulsion
Death or Incapacity
Dissolution
Winding Up
Dispute Resolution
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
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