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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 objectives of the business
5. Capital Contributions: Initial and ongoing capital requirements
6. Profit and Loss Sharing: Distribution of profits and allocation of losses
7. Management Structure: Governance and decision-making processes
8. Members' Rights and Obligations: Core responsibilities and entitlements of members
9. Transfer of Interests: Rules for transferring ownership stakes
1. Intellectual Property Rights: IP ownership and protection provisions when the business involves creation or use of intellectual property
2. Non-Compete Provisions: Restrictions on competitive activities when protecting business interests from member competition
3. International Operations: Provisions for cross-border activities when business operates in multiple jurisdictions
4. Regulatory Compliance: Specific regulatory obligations when operating in regulated industries
1. Schedule 1: Members' Details: Detailed information about each member including contact details and ownership percentages
2. Schedule 2: Initial Capital Contributions: Itemized list of initial investments by each member
3. Schedule 3: Business Plan: Initial business plan and strategic objectives
4. Schedule 4: Deed of Adherence: Template for new members joining the business
5. Appendix A: Voting Rights: Detailed voting procedures and rights allocation
Articles of Association
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Defaulting Member
Distribution
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Insolvency Event
Interest
Management Committee
Managing Member
Material Breach
Member
Membership Interest
Officers
Ordinary Resolution
Percentage Interest
Profits and Losses
Registered Office
Related Party
Reserved Matters
Resolution
Share
Special Resolution
Subsidiary
Transfer
Transferee
Transferor
Voting Rights
Management Structure
Voting Rights
Profit and Loss Distribution
Transfer Restrictions
Members' Rights and Obligations
Decision Making
Meetings
Financial Matters
Confidentiality
Non-Competition
Intellectual Property
Termination
Withdrawal of Members
New Members Admission
Dispute Resolution
Deadlock Provisions
Business Operations
Amendment Procedures
Record Keeping
Tax Matters
Dissolution
Indemnification
Force Majeure
Notices
Assignment
Severability
Governing Law
Entire Agreement
Good Faith
Death or Incapacity
Buy-Sell Provisions
First Refusal Rights
Tag-Along Rights
Drag-Along Rights
Compliance
Insurance Requirements
Banking Arrangements
Conflict of Interest
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