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1. Parties: Identification and details of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement, including the purpose and general intent of the ownership arrangement
3. Definitions and Interpretation: Detailed definitions of key terms used throughout the agreement and rules for interpretation
4. Ownership Structure: Clear specification of ownership interests, percentages, and types of ownership rights
5. Rights and Obligations: Detailed description of owners' rights, responsibilities, and obligations
6. Management and Decision Making: Procedures for management and decision-making processes, including voting rights and thresholds
7. Financial Provisions: Financial obligations, cost sharing, profit distribution, and capital contribution requirements
8. Transfer of Ownership: Rules and procedures for transferring ownership interests, including any restrictions
9. Dispute Resolution: Procedures for resolving disputes between owners
10. Termination: Circumstances and procedures for terminating the agreement or ownership relationship
11. General Provisions: Standard legal provisions including notices, amendments, governing law, and severability
1. Pre-emptive Rights: Detailed procedures for existing owners to have first right of refusal on any ownership transfer
2. Intellectual Property: Provisions relating to IP ownership and usage rights, essential for businesses involving intellectual property
3. Insurance and Liability: Specific insurance requirements and allocation of liability, particularly relevant for high-risk assets
4. Environmental Obligations: Environmental responsibilities and compliance requirements, important for property or business with environmental impacts
5. Asset Management: Specific provisions for managing and maintaining owned assets, relevant for physical property
6. Confidentiality: Provisions protecting confidential information, important for business ownership arrangements
7. Death or Incapacity: Procedures in case of death or incapacity of an owner, particularly relevant for small businesses or family ownership
8. Tag-Along and Drag-Along Rights: Provisions for minority owner protection and majority owner exit rights, relevant for complex ownership structures
1. Schedule 1: Asset Register: Detailed list and description of all assets subject to the ownership agreement
2. Schedule 2: Ownership Interests: Detailed breakdown of ownership percentages and any special rights attached
3. Schedule 3: Valuation Methodology: Agreed methods for valuing ownership interests for various purposes
4. Schedule 4: Management Procedures: Detailed procedures for day-to-day management and decision-making
5. Schedule 5: Financial Arrangements: Detailed financial procedures, including distribution policies and capital call procedures
6. Appendix A: Initial Contributions: Record of initial contributions made by each owner
7. Appendix B: Compliance Requirements: List of specific compliance requirements applicable to the owned assets
8. Appendix C: Required Insurances: Details of required insurance coverage and minimum requirements
Assets
Board
Business
Business Day
Capital Contribution
Commencement Date
Confidential Information
Control
Default Event
Dispute
Encumbrance
Fair Market Value
Financial Year
Force Majeure Event
Governing Law
GST
Initial Capital
Insolvency Event
Intellectual Property
Interest Rate
Law
Management Committee
Material Adverse Change
Net Income
Notice
Ownership Interest
Ownership Percentage
Parties
Pre-emptive Rights
Property
Related Party
Resolution
Security Interest
Share
Special Resolution
Subsidiary
Tag-Along Rights
Transfer
Valuation Date
Working Day
Ownership Structure
Management Rights
Decision Making
Capital Contributions
Distribution of Profits
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Asset Management
Financial Obligations
Dispute Resolution
Default Events
Force Majeure
Termination
Buy-Out Rights
Valuation
Death and Incapacity
Insurance Requirements
Intellectual Property
Compliance
Environmental Obligations
GST
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Warranties
Indemnification
Real Estate
Professional Services
Manufacturing
Retail
Technology
Agriculture
Construction
Hospitality
Financial Services
Healthcare
Education
Transport and Logistics
Mining and Resources
Entertainment and Media
Legal
Corporate Services
Executive Leadership
Finance
Compliance
Risk Management
Business Development
Operations
Property Management
Investment
Business Owner
Managing Director
Chief Executive Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Investment Manager
Property Manager
Company Secretary
Chief Financial Officer
Operations Director
Partnership Manager
Risk Manager
Compliance Officer
Board Member
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