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1. Parties: Identification of the investor(s) and restaurant owner(s)/operator(s), including full legal names and registration details
2. Background: Context of the investment opportunity, brief description of the restaurant business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of investment amount, payment schedule, and form of investment (equity, debt, or hybrid)
5. Ownership Structure: Distribution of ownership, shareholding percentages, and share classes if applicable
6. Management and Control: Decision-making rights, voting powers, and operational control provisions
7. Financial Provisions: Profit sharing, dividend policy, and financial reporting requirements
8. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and business condition
9. Covenants: Ongoing obligations of both parties, including operational standards and compliance requirements
10. Exit Provisions: Terms for selling shares, transfer restrictions, and exit mechanisms
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Confidentiality: Protection of confidential information and trade secrets
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Specific provisions for IP ownership and licensing when the restaurant concept includes unique branding or proprietary recipes
2. Employment Matters: Specific provisions regarding key personnel and employment policies when investors have a say in staffing
3. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee poaching when required for business protection
4. Foreign Investment Provisions: Additional provisions required when involving foreign investors, including compliance with Malaysian foreign investment regulations
5. Multiple Location Rights: Terms for expansion and opening additional locations when there's potential for growth
6. Emergency Funding: Provisions for additional capital injection or emergency funding when business requires financial flexibility
7. Property Matters: Specific provisions related to restaurant premises when property is owned rather than leased
1. Schedule 1 - Business Plan: Detailed business plan including financial projections and operational strategy
2. Schedule 2 - Initial Investment Details: Breakdown of investment amount, payment schedule, and use of funds
3. Schedule 3 - Property Details: Details of restaurant premises, lease terms, or property ownership
4. Schedule 4 - Key Personnel: List of key management personnel and their roles
5. Schedule 5 - Licenses and Permits: List of required operational licenses and their status
6. Schedule 6 - Restaurant Equipment and Assets: Inventory of major equipment, fixtures, and assets
7. Schedule 7 - Menu and Concept: Description of restaurant concept, menu items, and pricing strategy
8. Appendix A - Financial Statements: Historical financial statements and projections
9. Appendix B - Operational Procedures: Standard operating procedures and quality standards
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