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1. Parties: Identification of all parties to the agreement, including the business entity and investors
2. Background: Context of the agreement, nature of the business, and purpose of the investment
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Investment Terms: Details of investment amount, payment terms, and conditions precedent
5. Profit Sharing Structure: Detailed mechanism for calculating and distributing profits, including profit-sharing ratios
6. Payment Terms: Timing and method of profit distributions, including payment procedures and currencies
7. Rights and Obligations: Specific rights and responsibilities of both the business entity and investors
8. Financial Reporting: Requirements for financial statements, accounts, and profit calculations
9. Management and Control: Decision-making rights and limitations, voting powers if applicable
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Provisions for protecting confidential information
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Shariah Compliance: Required if the agreement needs to comply with Islamic finance principles
2. Exit Mechanisms: Include when specific exit options like buy-back or IPO are contemplated
3. Tag-Along/Drag-Along Rights: Include for investments with potential future ownership transfers
4. Intellectual Property Rights: Required if the business involves significant IP assets
5. Non-Competition: Include if investors need to be restricted from competing activities
6. Force Majeure: Optional clause for unforeseeable circumstances affecting performance
7. Anti-Dilution Protection: Include if future funding rounds are anticipated
8. Investment Committee: Required if establishing a formal committee for investment decisions
1. Schedule 1 - Investment Amount and Payment Details: Detailed breakdown of investment amounts, payment schedules, and bank details
2. Schedule 2 - Profit Calculation Formula: Detailed methodology for calculating distributable profits
3. Schedule 3 - Business Plan: Overview of business operations, projections, and use of investment funds
4. Schedule 4 - Reporting Templates: Standard formats for required financial and operational reports
5. Schedule 5 - Key Performance Indicators: Metrics for measuring business performance and profit calculations
6. Appendix A - Shariah Compliance Certificate: If applicable, certification of Shariah compliance
7. Appendix B - Corporate Authorizations: Relevant board resolutions and corporate approvals
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