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Operating Agreement Llp
"I need an Operating Agreement LLP for a new technology consulting partnership being formed in Manchester with 4 founding members, where two members will be designated members with enhanced voting rights, and we need strong IP protection clauses."
1. Parties: Identification of all LLP members and their details
2. Background: Context and purpose of the LLP formation
3. Definitions: Key terms used throughout the agreement
4. Business of the LLP: Description of the LLP's primary activities and objectives
5. Capital Contributions: Details of members' initial and ongoing capital contributions
6. Profit and Loss Sharing: Distribution of profits and allocation of losses
7. Management Structure: Governance and decision-making processes
8. Members' Duties and Obligations: Rights and responsibilities of members
9. Meetings and Voting: Procedures for member meetings and voting rights
1. Intellectual Property Rights: Provisions governing IP ownership and usage rights when IP is significant to the business
2. Non-Competition: Restrictions on competitive activities to protect business interests from member competition
3. International Operations: Rules for international business activities when operating across multiple jurisdictions
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of members' initial investments
2. Schedule 2: Members' Details: Complete member information and contact details
3. Schedule 3: Business Plan: Initial business plan and strategic objectives
4. Appendix A: Accounting Policies: Agreed accounting principles and procedures
Authors
Accounting Period
Annual Budget
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Member
Designated Member
Drawing Account
Financial Year
Initial Capital Contribution
Intellectual Property Rights
LLP
LLP Property
Management Board
Managing Member
Member
Member's Interest
Membership Rights
Ordinary Resolution
Profit Share
Profits
Quarter
Registered Office
Regulatory Requirements
Reserved Matters
Special Resolution
Termination Date
Transfer
Voting Rights
Working Capital
Amendments to Agreement
Anti-Money Laundering
Assignment and Transfer
Banking and Financial Matters
Business Management
Capital Contributions
Confidentiality
Conflicts of Interest
Death of a Member
Decision Making
Dispute Resolution
Distribution of Profits
Entire Agreement
Expulsion of Members
Force Majeure
Governing Law and Jurisdiction
Indemnification
Insurance
Intellectual Property
Management Structure
Meetings
Member Obligations
Non-Competition
Non-Solicitation
Notices
Profit and Loss Allocation
Record Keeping
Retirement of Members
Severability
Tax Matters
Termination
Variation
Voting Rights
Winding Up
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