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1. Parties: Identifies all members/parties to the operating agreement
2. Background: Sets out the context and purpose of the operating agreement
3. Definitions: Defines key terms used throughout the agreement
4. Company Formation: Details of the company structure, name, and registered office
5. Members' Rights and Obligations: Core rights and duties of all members
6. Management Structure: Governance framework and management roles
7. Capital Contributions: Rules regarding initial and additional capital contributions
8. Profit and Loss Distribution: Method of allocating profits and losses
9. Voting Rights: Decision-making processes and voting thresholds
10. Transfer of Interests: Rules for transferring membership interests
1. Intellectual Property Rights: IP ownership and licensing provisions - include when the business involves significant IP assets
2. Non-Compete Provisions: Restrictions on competitive activities - include when protecting business interests from member competition
3. Tag-Along Rights: Minority member protection in sale scenarios - include when dealing with multiple shareholders of different sizes
4. Drag-Along Rights: Majority member rights in sale scenarios - include when dealing with multiple shareholders of different sizes
1. Schedule 1 - Initial Members and Capital Contributions: Details of founding members and their initial investments
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Deed of Adherence: Template for new members joining the company
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval
5. Appendix A - Company Information: Formal company details and registration information
Articles of Association
Board
Business
Business Day
Capital Contribution
Company
Confidential Information
Directors
Effective Date
Encumbrance
Financial Year
Initial Members
Intellectual Property Rights
Law
Manager
Member
Membership Interest
Operating Agreement
Ordinary Resolution
Parties
Percentage Interest
Person
Profits
Registered Office
Reserved Matters
Share
Share Capital
Special Resolution
Territory
Transfer
Voting Rights
Capital Contributions
Membership Interests
Management and Control
Meetings
Voting Rights
Profit Distribution
Transfer Restrictions
Death or Incapacity
Confidentiality
Non-Competition
Intellectual Property
Accounts and Records
Tax Matters
Indemnification
Insurance
Default
Termination
Dissolution
Dispute Resolution
Governing Law
Notices
Amendment Procedures
Assignment
Severability
Entire Agreement
Force Majeure
Third Party Rights
Waiver
Further Assurance
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