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LLC Business Partnership Agreement
"I need an LLC Business Partnership Agreement for a technology joint venture in Indonesia between our local software company and a Singapore-based tech investor, with operations starting March 2025, including specific provisions for intellectual property protection and technology transfer arrangements."
1. Parties: Identification of all partnership parties, including their complete legal names, registration numbers, and addresses
2. Background: Context of the partnership formation, business objectives, and intention of the parties
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Partnership Structure: Legal form of the partnership, ownership percentages, and corporate structure
5. Capital Contributions: Details of initial and subsequent capital contributions from each partner
6. Business Scope: Defined scope of partnership business activities and limitations
7. Management and Control: Management structure, voting rights, and decision-making processes
8. Rights and Obligations: Detailed rights and responsibilities of each partner
9. Profit and Loss Distribution: Formula and procedures for distributing profits and losses
10. Transfer of Interests: Rules and restrictions regarding the transfer of ownership interests
11. Financial Management: Financial reporting, accounting practices, and audit requirements
12. Meetings and Resolutions: Procedures for partner meetings and passing resolutions
13. Confidentiality: Protection of confidential information and trade secrets
14. Term and Termination: Duration of partnership and grounds for termination
15. Dispute Resolution: Methods and procedures for resolving disputes between partners
16. Governing Law: Specification of Indonesian law as governing law and jurisdiction
17. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Intellectual Property Rights: Required when the partnership involves significant IP assets or technology development
2. Non-Competition: Include when partners need to be restricted from competing activities
3. Employee Matters: Necessary when the partnership involves significant employee management or transfer
4. Foreign Investment Provisions: Required when any partner is a foreign entity
5. Environmental Compliance: Include for businesses with environmental impact considerations
6. Related Party Transactions: Include when partners have other business interests that may interact with the partnership
7. Force Majeure: Optional clause defining circumstances beyond parties' control that may affect performance
8. Insurance: Include when specific insurance requirements need to be maintained by the partnership
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule B - Business Plan: Initial business plan and strategic objectives of the partnership
3. Schedule C - Management Structure: Organizational chart and management responsibilities
4. Schedule D - Profit Distribution Formula: Detailed calculations and timing for profit/loss distribution
5. Schedule E - Reserved Matters: List of decisions requiring special approval or unanimous consent
6. Appendix 1 - Corporate Documents: Copies of relevant corporate registration documents and licenses
7. Appendix 2 - Shareholder Particulars: Detailed information about each partner's corporate structure and ownership
8. Appendix 3 - Asset Register: List of assets contributed to or owned by the partnership
Authors
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Capital Account
Capital Contribution
Confidential Information
Deed of Establishment
Default Event
Effective Date
Encumbrance
Financial Year
Force Majeure
General Meeting of Shareholders
Governmental Authority
Initial Capital
Intellectual Property Rights
Law
Limited Liability Company (Perseroan Terbatas)
Management
Material Adverse Change
MOLHR
Net Profit
Partners
Partnership Interest
Partnership Property
Permits
Related Party
Reserved Matters
RUPS (Rapat Umum Pemegang Saham)
Shares
Shareholders
Subsidiary
Tag-Along Rights
Territory
Third Party
Transfer
Working Capital
Formation of Partnership
Business Purpose
Capital Contributions
Share Capital and Shareholding
Management Structure
Decision Making
Board of Directors
Board of Commissioners
General Meeting of Shareholders
Profit and Loss Distribution
Transfer of Shares
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Financial Management
Books and Records
Audit Rights
Business Plan
Reserved Matters
Partner Obligations
Non-Competition
Confidentiality
Intellectual Property
Change of Control
Default Events
Force Majeure
Term and Termination
Exit Mechanisms
Dispute Resolution
Governing Law
Compliance
Notices
Assignment
Amendments
Severability
Entire Agreement
Foreign Investment Provisions
Tax Matters
Manufacturing
Technology
Real Estate
Mining
Agriculture
Retail
Financial Services
Construction
Healthcare
Education
Tourism
Transportation
Energy
Telecommunications
Professional Services
E-commerce
Legal
Finance
Corporate Affairs
Compliance
Business Development
Risk Management
Operations
Corporate Governance
Investment
Strategy
Chief Executive Officer
Managing Director
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Business Development Director
Investment Manager
Compliance Officer
Company Director
Board Member
General Counsel
Partnership Manager
Corporate Lawyer
Finance Director
Operations Director
Risk Manager
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