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Operating Agreement Between Partners
"I need an Operating Agreement Between Partners for a tech startup in Manila with three partners (two local Filipino partners and one foreign investor from Singapore), to be effective from March 1, 2025, with special provisions for intellectual property protection and technology development rights."
1. Parties: Identification of all partners, including their full legal names and addresses
2. Background: Context of the partnership formation, business purpose, and intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation, business name, and principal place of business
5. Term and Commencement: Duration of the partnership and conditions for commencement
6. Capital Contributions: Initial and ongoing capital contributions of each partner
7. Ownership Interests: Partnership interests, profit and loss sharing ratios
8. Management and Voting: Management structure, voting rights, and decision-making processes
9. Meetings and Resolutions: Procedures for partner meetings and passing resolutions
10. Financial Affairs: Banking, accounting, audit requirements, and financial reporting obligations
11. Distributions: Rules for profit distributions and drawing accounts
12. Transfer Restrictions: Limitations on transfer of partnership interests
13. Withdrawal and Retirement: Process and terms for partner withdrawal or retirement
14. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution
15. Governing Law: Specification of Philippine law as governing law
16. Dispute Resolution: Procedures for resolving disputes between partners
17. Notices: Process for giving formal notices under the agreement
18. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on partners competing with the partnership, used when protecting business interests is crucial
2. Intellectual Property: IP ownership and usage rights, included when the partnership involves significant IP assets
3. Employment of Partners: Terms for partners working in the business, used when partners take active management roles
4. Insurance: Required insurance coverage, included when business activities require specific insurance protection
5. Confidentiality: Protection of partnership secrets and confidential information, important for partnerships with sensitive information
6. Death or Incapacity: Succession planning provisions, important for family businesses or long-term partnerships
7. Foreign Investment Provisions: Special provisions for foreign partners, required when partnership includes non-Filipino partners
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule B - Partnership Interests: Detailed allocation of ownership percentages and profit/loss sharing ratios
3. Schedule C - Business Plan: Initial business plan and strategic objectives
4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule E - Authorized Signatories: List of partners authorized to sign various documents
6. Appendix 1 - Form of Partner Resolution: Template for partner resolutions
7. Appendix 2 - Transfer Notice: Standard form for notifying transfer of partnership interests
Authors
Partnership Formation
Term and Duration
Capital Contribution
Partnership Interests
Profit and Loss Allocation
Distribution
Management Rights
Voting Rights
Decision Making
Partner Meetings
Financial Management
Banking
Accounting
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Partner Admission
Partner Withdrawal
Partner Removal
Death or Incapacity
Succession Planning
Business Operations
Employment
Insurance
Indemnification
Dispute Resolution
Mediation
Arbitration
Governing Law
Dissolution
Liquidation
Force Majeure
Notices
Amendment
Assignment
Severability
Entire Agreement
Counterparts
Professional Services
Retail and Commerce
Manufacturing
Real Estate and Property Development
Food and Beverage
Technology and Software
Construction
Agriculture
Healthcare Services
Consulting Services
Tourism and Hospitality
Import/Export
Educational Services
Financial Services
Legal
Finance
Corporate Governance
Executive Leadership
Operations
Compliance
Risk Management
Business Development
Corporate Affairs
Partnership Management
Business Owner
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Business Development Manager
Operations Director
Finance Director
Compliance Officer
Partner Relations Manager
Risk Manager
Investment Manager
General Manager
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